Show Me How to Say No to This
by FoolsRushIn
Summary: AU. Fitz is the professor, Olivia is the student. Shenanigans ensue.
1. Chapter One

**Alright, this is just a quick first chapter to set up the story. It's very cliche right now I know but I'm a sucker for forbidden romances, and hopefully it'll be less cliche once the story gets going. I just can't write canon Olitz right now, for obvious reasons, so I'm turning to AU because I need some way to write out my feelings about these two.**

 **It's currently the week before finals week, so I probably won't be able to get more than one more chapter up before finals are over, but once that's done I'll be on break. And hopefully turn into a writing machine. Anyway, hope you like it! Let me know what you think! (Also s/o to Lin Manuel Miranda for writing Hamilton and giving me a title for this fic (which will not at all go like that song lol, just seemed like an apropos title)).**

* * *

Olivia sighed heavily to herself as she wiped down the last dirty table in the empty coffee shop/bookstore. She nodded, satisfied, and glanced at the clock. It was ten minutes until closing, but would her boss really know if she locked up early? After all, no one was here but her and she had a pretty intense reading list to finish up before the new semester started in a few days and the sooner she started, the better. Besides if all went well, she'd be working as Cyrus's office assistant in a few weeks and could quit this place.

She nicely draped the rag she was holding over the sink then- _DING._

"Ugh!" She groaned loudly, not even bothering to turn around and greet the customer who had ruined her plan of going home early. "Can I help you?" She asked in a less than amused voice.

"I'm sorry I-" A deep male voice spoke. She put on the strongest glare she could muster as she whipped around; prepared to tell the man that if he didn't know what he wanted, then he could get the hell out, but her words caught in her throat.

Olivia never thought of herself as a girl who would cave under a handsome man's gaze, in fact she thought the opposite. She'd never been really interested in guys, or having a boyfriend. While in boarding school, she stayed isolated and most of her classmates thought she was strange, smart (no one ever got a better grade than Olivia Pope), but just a little odd.

Then when she came to college, boys were interested in her- it was weird- in any case, finally she gave into the pursuits of Edison Davis. And that relationship had gone so horribly wrong at the end, she's not even 100% sure what the final straw in their relationship was (his borderline infidelity, her reluctance to commit, or her crazy father). Whatever, point being, Olivia Pope did not care about boys. At all. Especially not when said boy was the sole customer in the shop, ruining her evening plans. But this was not just a boy, no this was definitely a man- at least in his mid-30s, she guessed. And he was so attractive, Olivia could hardly form words.

He was tall. _So tall._ His curly brown hair was a mess on top of his head and his button down shirt fit him so snugly, she could tell how toned his muscles were. _No,_ she reprimanded herself, _you're supposed to be angry._ She schooled her features into a calm indifference and placed a hand on her hip.

"Look, we close in 10 minutes, so if you don't know what you want, then I'm going to have to ask you to leave." The man looked shocked for a second and then smiled a crooked smile at her that almost made her cave. _Almost._

"I was just going to ask for directions," he waves a small piece of paper, "but since you're busy," he glanced sideways at the empty coffee shop. "I can go." The minute he started speaking, she felt bad. Not bad enough to apologize, but still guilty enough to stop him.

"Wait!" She called and made her way toward the front of the shop to catch up with the man, who was almost at the door. He wheeled around to face her, a smug smirk on his face as if he had been expecting her to stop him and she glared in return and snatched the piece of paper he was holding out of his hand. Her heart sank as she read it. _For fuck's sake._ Was this guy really about to be living on the same street as her?

"So?" He prompted when she still hadn't answered. She blinked out of her thoughts and quickly explained to him how to get to said address, not mentioning that she happened to live across the street and one house over. They were bound to see each other again, but she wasn't going to engage with him anymore. She blamed it on her annoyance toward him for coming in so late, but Olivia knew it was more than that.

"Well, thank you…" The man prompted, looking into her eyes. Olivia blinked at him, blankly for a second, stunned by the shade of blue-grey they were.

"Um, Olivia." She supplied once she found her voice. _God, what the hell was going on with her?_

"Olivia, I'm Fitz." He stuck his hand out for her to shake, grinning. She couldn't help it when she smiled back and placed her hand in his. They stepped away from each other after a second and Fitz gave her one last smile.

"I'll see you around, Olivia."

"Maybe," she conceded, watching the handsome stranger walk away.

"Oh I will!" He threw over his shoulder before disappearing around the corner. It was only once he was gone that Olivia realized how fast her heart was beating. She had to stay away from him, he could only spell trouble, whoever he was.

* * *

Fitz couldn't wipe the smile off his face as he navigated to his new place of resident. He hadn't been expecting anything when he stopped in a little coffee shop to ask directions, he certainly hadn't been expecting to be verbally attacked by the tiny woman behind the counter. _Olivia._ She was beautiful, more beautiful than Fitz had ever seen a woman look dressed in khaki pants and a plain t-shirt advertising the coffee shop, and he was definitely going to go back there until he found Olivia working again.

Screw the fact that he was in a new place and had a new job to settle into. A little distraction might be nice, besides if nothing else he could use a friend. The only person he knew in the area was Cyrus, and as much as Fitz loved the old man, he wasn't always the best company.

He pulled into the driveway of the modest townhouse he had rented when Cyrus had offered him a job in the undergraduate law department at Georgetown. He had been stuck between a rock and a hard place back home in California and this job gave him the perfect way out of all of it.

He was in his mid-thirties, ( _almost late-thirties,_ he reminded himself), and had nothing to show for it other than a botched campaign for California governor and a colossal failure of an engagement. But now he was a new man, with his father's death he had been let out from underneath not only his thumb, but also Mellie's. _God_ , he shuddered just thinking about his ex-fiancée. No this was new Fitz: new career (sort of), new life, new goals. He was going to make something of himself finally, and it was going to be without anyone's help. And a distraction in the form of a certain coffee shop worker could definitely help.

He knew he shouldn't even waste his time. Olivia seemed less than interested and, he guessed, she had a boyfriend. How could a woman that beautiful not? But he also knew that he'd kick himself if he didn't at least try. So, he made note of the name and location of the coffee shop, prepared to return until he saw Olivia again.

* * *

Olivia was seated front row center, as per usual, going over the reading for the first day of Intro to Constitutional Law. She didn't need to go over the reading, she had read this specific thing many times over the years, but she tended to be over-prepared. She truly found it insulting that she had to even take Intro classes, but no matter how many times she argued, Cyrus insisted. So here she was, ready to be bored out of her skull for the next hour and fifteen minutes.

She glanced up when she felt someone hovering over her. Olivia glared up at the suspect, already well aware of who it was.

"Something I can help you with Jake?" Jake Ballard, the bane of her existence, had been trying to get her to go out with him since the first day of freshman year when they had rooms next door to each other. She denied him then, and every time since, but apparently he didn't understand the word 'no.'

"I heard you and Edison are finally done, any chance…" She stood up, cutting him off before he could even get the words out.

"I don't know in how many different languages I can say 'no' to you before you understand that I don't want to date you. I don't want to go out for coffee or study or hang out." Jake opened his mouth again and she shook her head. "No, not even as friends. I have no interest in getting to know you as a person. I find you repulsive, so I would appreciate it if you would never speak to me again."

The room was so silent, Liv knew you'd be able to hear a pin drop. She thought it was because of her, perhaps over the top, read of Jake, but then she heard a throat clear and realized everyone's attention was on the front of the room.

She turned to face the professor, apologetic, about to beg whoever the man was to let her stay in class, when she was met with a familiar smirk.

"If you could all take your seats," he suggested, making direct eye contact with her. "I'm Professor Fitzgerald Grant, but you can call me Fitz, and I'll be teaching Intro to Constitutional Law this semester."

 _Well fuck,_ Olivia thought. She was definitely in trouble now.


	2. Chapter Two

**Your response to the first chapter was amazing, thanks guys! I'm glad you're enjoying it so far. This chapter is a little longer than the first one and I hope to keep the updates about this length. I'm still in school, but I'll be on break starting next Thursday, so I'll have nothing to do but write!**

 **Anyway, I hope you like it and let me know what you think :)**

* * *

Before Fitz had even fully dismissed the class, Olivia was practically running out the door. She had endured his eyes boring into her for most of the class, and she could feel herself getting flushed and flustered but she stubbornly refused to meet his gaze. The one time she had, she felt like his eyes were staring straight into her soul and she had looked back at her desk resolutely for the rest of the class. She could not believe this was happening to her. This _could not_ happen.

Olivia wasn't stupid enough to think that their initial attraction to each other was just going to go away now that Fitz was her professor, but it did mean they had to ignore it. Specifically she had to ignore it, because it didn't seem like Fitz gave a damn and she was not about to ruin everything she had worked so hard for just because she had a hot professor. No, she would stay away from Fitz. She would ignore the connection between them. And, hopefully, she would transfer out of his class.

She didn't even knock before she busted into Cyrus's office, half-closing the door behind her.

"I need out of the Con Law class." She said without pretense, dropping her bag on the couch that sat across from his desk.

"Hi, hello, how are you?" Olivia huffed impatiently and rolled her eyes.

"Hi, hello, how are you? I want to drop the Con Law class." She repeated and crossed her arms. She could convince Cyrus to do almost anything for her, but no matter how much she had begged him about this dumb intro class, he had insisted. She still wasn't sure why, she could easily take every exam for the class in her sleep. And now she was even more determined to get out of it.

"We've been over this, Liv. You have to take the class." Cyrus paused for a second, glancing at the clock. "Did you leave class early?" She waved her hand dismissively; she was definitely not going to tell Cyrus about her marathon from the classroom to his office.

"It ended early."

"Look, I know you think it's beneath you, but it's a requirement for every pre-law major, and I can't just wipe it away because I'm your-" He stopped, searching for the right word.

"Friend? Mentor? Roommate?" Liv supplied and then grinned widely at Cyrus. "Favorite person in the world?"

"Nice try," he replied, shaking his head. "But you're stuck, kid." She groaned at his inflexibility. If she stayed in the class, if she continued to be around Fitz on a daily basis, if he continued to look at her the way he had been today, she wasn't sure how long she could resist the weird connection that seemed to exist between them.

"Cyrus, please." He rubbed his eyes tiredly and Liv thought for a second he might actually give in.

"Look, Fitz is coming over to the house for dinner tonight, maybe you can talk to him about alternative instruction- at least you wouldn't have to attend every class." In that moment, Olivia thought her heart might actually beat out of her chest. Fitz? At her house?

"You know Fitz?" Cyrus rolled his eyes.

"Of course I do, I hired him." He opened up a desk drawer and began to rifle through it. Liv was going to ask what he was doing, when he slapped a photograph down on the desk, sliding it in her direction.

The picture was of a much younger Cyrus and a young teenage boy, both smiling proudly. It took her less than a second to realize the boy was Fitz, he looked remarkably similar to how he did now, complete with the mop of curly brown hair.

"Besides before I had a surrogate child in the form of Olivia Pope, I had Fitzgerald Grant." And just like that, everything clicked in her mind. She had been so distracted by his unexpected presence as her professor; she hadn't even registered his full name.

"He's Big Jerry's son." She stated in a tone laced with contempt.

"Unfortunately. Nothing like him though, thank god."

"I should hope not."

She had had an unfortunate interaction with Big Jerry a few years ago. Fresh out of high school, when she was still flip-flopping between Harvard and Gorgetown, she had gone to visit Cyrus to get another feel for the Georgetown campus. While she was there, Big Jerry had shown up unexpectedly, begging for Cyrus's help with someone's campaign (thinking back, she's almost sure it was Fitz's). Cyrus, using it as an opportunity to teach her something, allowed her to sit in on the conversation, but when she had tried to make a suggestion, Big Jerry had torn into her- said she was too young, too naïve, and just a girl. She did not take that well and, before Cyrus could jump to her defense, she had called Big Jerry a variety of colorful names, warned him that he would lose the campaign without her suggestions, and then stormed out of the house. She only returned once Cyrus assured her that he was gone.

"Anyway, since you're both surrogate Beene's, I'm sure you can work something out so the class isn't positively awful for you." Cyrus mocked her, and she glared back.

"You can't override?"

"No can do, talk to Fitz." She huffed and stood up, slinging her backpack over her shoulder. She didn't want to talk to Fitz. But she couldn't exactly get Cyrus to write her out of the class by admitting she was attracted to Fitz, that would be a whole different mess.

"Thanks for nothing, old man."

"I'll see you for dinner, 7 o'clock sharp." His voice held a warning in it and she knew this wasn't an optional dinner.

"I'll bring the wine." She joked, as if her and Cyrus could ever live in a house that wasn't fully stocked with wine. But she would definitely need wine for this dinner.

* * *

Twenty minutes after Fitz had dismissed the class, he finally managed to get rid of the last of the students. A lot of them were overeager students, who wanted to go over each and every item on the syllabus with him, and a few of them were female students, who most definitely wanted to flirt. Unfortunately for them, Fitz had no interest. No, his mind was still focused on Olivia, who had bolted out of the room as fast as humanly possible.

He wasn't sure what to do. Part of him wanted to track her down; he wanted to talk to her and get to know her. But the logical part of him knew he needed to run far, far away. She was his student, which was not only was it probably against every rule in the book, but it also meant she was significantly younger than him.

The big issue though, was that he felt something with Olivia- some sort of connection that he couldn't explain, there was something about her. It intrigued him to no end, and he knew that he couldn't just let Olivia go. Perhaps they could be friends? He doubted it, considering he could feel himself getting hot just thinking about Olivia- he was only human, how else could he react to her tight jeans and sky high heels?

But he knew unless he wanted to risk his career and Olivia's reputation that he would have to behave around her. He could handle that, he was a grown man, and besides Olivia hadn't really expressed anything but mild disinterest in him, so he was probably getting ahead of himself.

As he finished packing up his things, he glanced at the clock. Noticing the time, he realized he had a good hour before his next class and figured he'd go talk to Cyrus, maybe get more information on the lay of the land.

He was rounding the corner when a small, soft body collided with his. He instinctively placed a hand on the woman's waist to steady her and began to apologize. He immediately quieted when he realized whom he had run into- Olivia.

"Hi." He laughed breathlessly. He was surprised when she smiled back.

"Hi." They stared at each other for a moment and it was almost involuntary when his eyes began to slide down her body. He didn't even try to be discreet and it only took a couple seconds before Olivia cleared her throat. His eyes snapped back to her face, embarrassed, and he could see the faint blush on her cheeks.

"I told you I'd see you again." He joked, trying to lighten the heavy sexual tension that had descended over them.

"You were right." She nodded and looked him up and down. He shifted self-consciously at her perusal; but after being caught red handed checking her out a minute ago, he kept his mouth shut. When Olivia finally made eye contact again, she was biting her bottom lip and he held back a groan. He took a half step toward her and watched her eyes widen at how close they were to each other.

"Professor Grant," she warned and Fitz sighed heavily, taking a step back.

"At least call me Fitz."

"We can't do this."

"We're not doing anything, other than being friendly." He insisted and she raised an eyebrow doubtfully.

"You're my professor."

"So? We can still be friends. I've been told I'm a great one." He grinned, but Olivia remained unconvinced. He wracked his brain for a way to convince her. He wasn't sure what it was about Olivia, but something inside him was screaming that he couldn't let her get away. So if he had to promise friendship in order to keep her around in some capacity…he'd definitely do it. "I promise I'll behave." He stuck his hand out, offering it to her sincerely. He searched her deep brown eyes for a sign of what she was thinking and he could pinpoint the exact moment he won her over. Her posture relaxed and the corners of her lips twitched up in a small smile.

"If you promise…" Olivia teased as she placed her small hand in his. He was suddenly hyperaware of every single point where her hand was touching his and he grinned at her sharp intake of breath when he ran his thumb lightly across her knuckles. She didn't drop his hand though- instead she stepped closer.

"Now who isn't behaving?" He murmured in a low voice and watched as her pupils dilated. Fitz licked his lips and opened his mouth to say something, but he was interrupted when Cyrus chose that moment to exit his office. Fitz and Olivia both quickly stepped away from each other and lowered their gazes awkwardly.

"Fitz! Liv! Nice to see you two getting along," Cyrus and Olivia exchanged a long meaningful look that he didn't understand, but before he could question it, Olivia spoke up.

"I have to go, I'm going to be late for class." She said, squinting at her watch. "I'll see you guys tonight." Olivia wheeled around the corner without a second glance and he stood there, confused.

"Tonight?"

"Yeah, Liv is the student who lives with me. My protégée, if you will." Cyrus explained as Fitz felt his blood run cold. Not only was she his student, but she was close to Cyrus? He decided now, more than ever, he had to try and remain just friends with Olivia. For everyone's sake, so he pushed thoughts of her from his mind and tuned back into what Cyrus was saying. "…been a family friend for awhile and she was going through a rough time last year, needed a place to stay."

Fitz didn't ask him for more details, despite how badly he wanted to. Instead he nodded politely and followed Cyrus as he led him away from his office and down another hallway.

"Okay Fitz, time to meet some of your coworkers." He clapped his hands together and shoved Fitz into a room filled with fellow professors, before he could protest Cyrus was gone.

Fitz stood there, bewildered. He glanced around the room, trying to decide what to do. After a few moments, he opted to leave and headed for the door when a light tap on his shoulder stopped him. He turned and was greeted by a tall woman with dark brown hair and fair skin. She reminded him of Mellie and he tried not to shudder at the memory of her.

"You're the newbie, right?" The woman asked, he laughed politely and nodded.

"I am, Fitzgerald Grant." He introduced himself.

"Cecilia Moss," she stuck her hand out for him to shake. He pulled away almost immediately. "It's nice to meet you." Cecilia batted her eyelashes at him, he nodded cordially, but didn't respond.

"I actually have to get going."

"Oh, okay." He could hear the disappointment in her voice, but Fitz didn't have the patience to entertain this woman right now. "Well, good luck with the rest of your first week, if you need anything..." She offered and he nodded. He quickly exited the room, then the building, heading out to his car.

His stride was brisk, until he spotted Olivia on the other side of the quad. His steps slowed and his gaze focused solely on her. She looked up, as if she could sense him, and their eyes locked. He grinned at her, cheering on the inside when she blushed. She giggled as her friend, a tall redhead, nudged her in the side and whispered something in her ear. Fitz knew at that moment that Olivia's laugh was going to become one of his favorite sounds.

He turned his attention away from Olivia and left. He was going to need to give himself one long pep talk if he was going to make it through dinner tonight without saying or doing anything inappropriate.

* * *

"So, that's the hot professor?" Abby questioned, pestering Liv insistently. Olivia knew this was exactly how Abby would be once she told her about her weird thing with Fitz, but she needed to talk to someone about it.

"Abby, sh!" She scolded and looked around to make sure no one had heard them.

"C'mon Liv, you can't tell me that you have weird sexual tension-y moments with your professor and then not go into detail!"

"I just don't want anyone to hear us."

"No one is listening," Abby said, stopping Liv and pulling her down on a bench.

"It's really nothing. He came into the shop the other night and he was flirting with me, but that was it. And then today I found out he's my professor and really good friends with Cyrus, but he was still looking at me like…"

"Like?"

"Like he wanted to fuck me." Abby whooped loudly and grinned at Olivia, she felt her cheeks flame at her own blunt admission.

"Yes, this is exactly the kind of excitement you need in your life, Liv."

"I don't know…"

"Okay, how do you feel about him? Would you fuck him?" She instantly shook her head.

"I'm not answering that question."

"Ha! I knew you did."

What? I didn't-" Olivia tried to deny, but Abby interrupted her.

"You didn't say 'no', you said you didn't want to answer. That means you do and you don't want to admit it. Good girl Olivia Pope has a crush on her professor." Abby said loudly, drawing the attention of several passers-by.

"I do not!"

"It's fine if you do, he's hot. If you don't snatch him up, I might." Olivia rolled her eyes. "Seriously Liv, you deserve to have some fun and if you actually like this guy…do something about it."

"Abby, he's older and my professor. Strictly off limits."

"Please, that guy can't be that old and you're 21. Also, dating a professor is only off limits if you get caught." She winked, but Olivia continued to shake her head.

"Well, thanks for the advice Abs, but I think I'm going to stick to my original plan." Abby sighed heavily, and put her hands on Liv's shoulders, forcing her to look her directly in the eye.

"Okay, you're making me get serious, which I didn't want to do, but, Liv, you hardly ever have feelings for anyone, right, much less this quickly?" She nodded with no choice but to agree with Abby's assessment. "So the fact that you have feelings for Hot Professor-" Olivia opened her mouth, but Abby waved her off. "Don't deny it! You like him."

Olivia couldn't refute anything Abby was saying, which was the whole reason Liv was hesitant to bring it up. Having been friends since boarding school, Abby was one of the few people who knew Liv exceptionally well and it was easy for Abby to pick out when she was lying. So when she decided to tell Abby about her weird thing with Fitz, _Professor Grant_ , her mind corrected in an effort to curb her inappropriate thoughts, Olivia knew she would have to tell Abby the truth about how she felt.

"You're saying I should ignore that he's my professor just because I like him?" She asked dubiously.

"Well you don't have to have sex with him tonight, I'm saying don't mark him off limits."

"But he is off limits, super off limits."

"Get to know him as a friend, try to ignore the fact that he's your professor. Be less uptight, Liv." Abby recommended, gathering her things and standing up. "Let me know how dinner goes tonight." She called over her shoulder as she took off

Hours later, Olivia was at dinner with Fitz and Cyrus, thankful that it was going well. The conversation was flowing nicely and other than a few particularly heated glances, both of them had managed to behave themselves. Olivia stood to clean the plates and Fitz, being a gentleman, offered to help. He held his arms out for the plates as she gave him very detailed instructions on what to do. Rather than seeming annoyed, Fitz watched her with an amused smirk that had her insides warming.

With her directions given out, he disappeared into the kitchen and left her with Cyrus. Cyrus stood and polished off his wine glass, pulling his phone out of his pocket, which had been periodically chiming through dinner.

"I have to take a call real quick, I'll be back."

"James?" Olivia smirked knowingly while Cyrus tried to hide his surprise. "Have fun." She called out to his retreating back; then she turned and went into the kitchen. The sight of Fitz bent over the dishwasher was enough to stop her in her tracks. She hadn't noticed how tight his jeans were. Before she had a chance to fully absorb the image, he was standing and wiping his hands off on his pants.

"Okay," he sighed. "I think I managed to follow your instructions to the letter."

"Are you mocking my thoroughness?" She joked and walked further into the kitchen, placing the leftovers down on the counter.

"Ah, quite the opposite. I'm impressed by your thoroughness, truly." He smirked and leaned against the counter on his forearms. Olivia giggled.

"Good, because I don't tolerate being mocked."

"I'd expect nothing less from Olivia Pope." She raised an eyebrow, intrigued.

"You say that like I have a reputation." He chuckled.

"I know that you know you're the 'formidable Olivia Pope.'"

"Well, I know about you too." She defended, really not wanting to talk about herself.

"You do?"

"You're Big Jerry's son." Liv watched his face turn up in a grimace.

"You knew him?"

"We had one unfortunate encounter." Fitz snorted derisively.

"Be thankful it was only one." He looked so much like a sad little boy in that moment; Olivia wanted to wrap him up in her arms and hug him, then tell him about her equally terrible father. She suppressed both urges, since neither was very typical for her and instead, she laced their fingers together and squeezed his hand.

When she pulled away, Fitz stood to his full height and started toward her. He didn't stop until he was less than half an inch away from her.

"Where is Cyrus?" He asked quietly. She was so overwhelmed by everything about him: his voice, his height, his scent, the way his fingers were lightly running down her arms.

"Calling James," came her throaty reply when she finally registered his question. One of his hands found the curve of her waist and goosebumps rose as he stroked the skin that wasn't covered by her shirt. "Professor Grant," she breathed out, trying to break them out of the trance. He groaned, but didn't move away from her.

"What did I say about that?" She blushed and swallowed past the lump in her throat.

"Fitz."

"Hmm?" Liv swore she could feel the rumble of his voice reverberate through her body, as he leaned further into her personal space- their lips inches apart. He cupped her cheek and she could feel her heartbeat in her ears. "I don't know what it is about you, but I can't stay away." His admission had her breath catching and she nodded in agreement.

"It's crazy, right? This is insane." He hummed and lowered his head towards hers and she knew he was going to kiss her. She also knew she should push him away, but she needed to experience his lips on hers. So, instead of doing what she should, she stood on her tiptoes, stretching to reach Fitz. Just as their lips were about to touch, his gray eyes looked into hers and she swore he could see right through her. She closed her eyes, unable to handle the intense connection, and reached her hand up into his hair, which she had been dying to touch since she first saw him.

They jumped apart, to opposite ends of the kitchen, when they heard Cyrus's heavy footsteps in the hallway. Olivia started to perspire, stressing about what could have happened if Cyrus came down five minutes from now. _Don't think about it, Olivia,_ she scolded herself. But she couldn't help but be disappointed that she didn't get to kiss Fitz. She knew it was wrong, she knew she wasn't supposed to, but dammit if she didn't want Fitz more than she had ever wanted someone before. And judging by the way his eyes had darkened and how tightly he was grabbing the counter, he felt the same way.

"So, did you guys work something out?" Cyrus asked her conspiratorially and it was only then that Olivia remembered Cyrus had purposefully left them alone to talk about class.

"Um, we actually didn't get a chance."

"What?" Fitz asked confused, looking between the two of them.

"I just had something to discuss with you, but it can wait until tomorrow?" She suggested. Olivia knew she couldn't continue to stand in the same room as Fitz and act normal.

"Sure, just come to my office hours?" He suggested, leaned back in a such a forced casual pose, if Olivia hadn't been panicking on the inside, she would've laughed. "Cyrus, thanks for dinner. It was great."

"Of course, you're welcome any time." Fitz pulled Cyrus into a hug. Olivia smiled and watched the genuine affection between the two men. Cyrus wasn't one for close friends, after having lived with him for six months Olivia could attest to this. But it seemed there was just something about Fitz that had him breaking down everyone's walls.

When Cyrus and Fitz were done hugging, Fitz looked at her, but stayed where he was, hands firmly stuck in his pockets.

"I'll see you tomorrow, Liv." He nodded once at her and she ignored the way a feeling of warmth settled in her chest at Fitz using her nickname.

"See you tomorrow." She agreed, watching him until he was out of sight.


	3. Chapter Three

**Thank you, thank you, thank you, thank you for all the positive reviews! I have been terrible at responding to each of them (trying to get better about that), but I seriously appreciate them. I am officially done with school until later next month, so I'm hoping to update on a pretty regular basis. Also just to reassure any concerns after vague mentions of Olivia's father this chapter, B613 will never ever ever ever be a thing in this fic lol.**

 **Anyway, hope you like this chapter. Let me know what you think!**

* * *

"I don't know, Cy…" Fitz trailed off as he leaned back on the couch in Cyrus's office. "I'm really not interested. I need some time." Cyrus scoffed in disbelief.

"Time for what? To move on from Mellie? We both know how much you hated her."

"No, not to move on from Mellie- just to settle in here. Tell James we can do the double date in a couple weeks." Fitz suggested, even though he had little to no intention of following through with it. The truth was he wasn't interested.

When he moved to DC he planned to be single for a while, a long while. Although he didn't love Mellie, honestly he found it hard to like her most of the time, they still had been in a long term, committed relationship (he was committed anyway) and he wanted time to figure himself out alone. Besides blind dates were always terrible, plus there was only one woman who had captured his attention recently. _Olivia._

Olivia, his student and Cyrus's protégée and someone he definitely needed to stay far away from, but she was constantly on his mind. She was beautiful and smart and fiery and he wanted to know everything about her, even if he shouldn't.

"Seriously, just drop it for now." Fitz instructed, hoping Cyrus would listen. Cyrus sighed and shook his head.

"Fine, but that means you have to come to dinner with me and James."

"I can get on board with that." He thought about it for a second, his eyebrows creasing. "Are you going to make me play third wheel?" Cyrus dropped the pen he was holding and looked up in annoyance.

"You didn't want the double date, but you don't want to be third wheel?"

"I think that's a reasonable thing to ask for." Fitz began to defend himself again, when there was a knock and Olivia popped her head through the door, completely ruining his train of thought. She stepped into the room when Cyrus waved her in. She looked at him for a second, but then quickly looked away.

He took a moment to appreciate her casual outfit, yoga pants and a Georgetown sweatshirt. For the first time since he met her, her hair was in its natural state and pulled into a low ponytail at the back of her head. He realized he could stare at Olivia all day and never get tired of it.

"Great," Cyrus smiled and clapped his hands together. "Now that you're here you can escort Fitz back to his office and leave me alone."

"But-" Olivia started to protest and Cyrus cut her off.

"You still need to talk, don't you?" She nodded, so Cyrus shooed at them in response. Olivia looked at Fitz and gestured to the door with her head, walking out without waiting for him. He quickly hopped off the couch and jogged to catch up to her.

"What did we need to talk about?"

"Where's your office?" She asked, ignoring his question, and he tried not to get frustrated.

"Two doors down, to the left." He indicated with his hand. "So, what do we need to talk about?" He tried again. Olivia sighed and spun around so quickly that it caught him off guard and he stopped short of running into her.

"I want to drop your class, but Cyrus won't let me." She turned back around and took the remaining couple steps toward his office. He hadn't bothered to lock the door earlier, so Olivia opened it and walked in without saying a word to him.

"Wait, you want to drop my class?" He asked confused, following her. He was halfway through closing the door when they finally made eye contact again, she was watching him and he realized neither of them were prepared to be behind a closed door. He stopped what he was doing and left the door ajar, sitting down behind his desk.

"Nothing personal, I find it boring and I already know most of the material." She shrugged.

"Ouch." He placed a hand over his heart, faking hurt. He linked his hands together and placed them on top of his desk. "So, if Cyrus won't let you drop the class, what am I supposed to do?"

"Well, I was hoping we could work something out, at least so I wouldn't have to come to every class. I could really use that extra time." Fitz smirked and leaned back in his chair.

"Okay, convince me." He cheered a little on the inside when Olivia looked genuinely surprised at his response. He may not know her, but he was pretty sure he _knew_ her and he would bet she had spent the past couple of days running scenarios of this conversation in her mind, so the fact that he managed to surprise her satisfied him.

"What?" She asked, lowering herself into the seat across from him.

"You heard me, convince me. Tell me why you need the extra hour and a half, three times a week, or why you think you know the subject so well I can excuse you from class." He could read the anxiety in her face and he almost apologized for putting her on the spot. She cleared her throat and started speaking.

"I've been groomed for law school since I was kid, weekly readings and quizzes from my father were regular and expected. I have a strong law background. I spent the first year and a half of my college career doing my PR major and now I'm focusing on my law major, but I had to take last semester off and it set me back," she rushed out as if she didn't want to talk about it. And Fitz felt bad about bringing it up in the first place; he hadn't known the story behind anything. Although he did recall Cyrus saying she had a rough time last year. Fitz waved his hand back and forth rapidly, stopping Olivia's story. He wouldn't force her to open up if she didn't want to. He wanted her to want to tell him these things.

"You don't have to come to every class," he conceded and she looked at him with bright eyes that made his chest feel tight. "But I can't let you off the hook that easily." Fitz tried not to grin when Olivia rolled her eyes at his follow-up statement.

He couldn't just allow Olivia to miss every class and still get an A just because… _Just because what?_ He asked himself. Because he was drawn to her? Because this was probably the most attracted he'd ever felt to a woman in his life, despite being engaged for years? He shook his head and drew his attention back to the present.

"What if we met once a week?" She cocked an eyebrow in curiosity. "You and me, half an hour, whenever it fits into your schedule. We'll discuss the readings and class material, so that I can be sure you're keeping up. Other than that, I'll only require you to be in class on the days that there are exams." He explained, hoping this compromise worked for her. She nodded eagerly.

"Yes, that sounds great. Thanks so much, Fitz!" He raised his eyebrows, surprised that she called him by his first name and by the blush that colored her cheeks, he guessed it was an accident. She cleared her throat and crossed, then re-crossed her legs. "I mean, uh, Professor Grant." Suddenly, Olivia's eyes darted around the small room they occupied and then went back to him. "Um, are we going to be meeting in your office or…?"

Fitz thought about it for a second. The idea of being in a room alone with Olivia for a half an hour every week was definitely appealing, but he also knew that was a very tempting position for two people who had almost kissed when left alone for a few minutes, so he shook his head.

"No, uh, what about we meet at that coffee shop you work at?" He suggested and Olivia immediately looked relieved. He wondered if it was because she didn't want to be alone with him or if, like him, she was worried about what would happen if left alone in close quarters again, especially for such regular meetings.

"Perfect!" She grinned and Fitz smiled back, unable to resist the infectiousness of her happiness.

"You can get in touch with me via email to set up a time." He grabbed a post-it note, quickly jotting down his email and then stood, walking around the desk to hand it to Olivia. She jumped up and threw her arms around his neck. He stumbled back in surprise, but quickly gained his balance, securing his arms around her waist.

"Thank you, thank you, thank you!" She chanted as he tried not to think about how perfectly their bodies fit together.

"It's really no problem, Liv." He said genuinely, separating himself from her before he did something he shouldn't. "So just, um, let me know when you want to meet." Fitz shoved his hands into his pockets to resist touching Olivia, who was still standing less than a foot away from him.

"Of course, I need to look over my calendar, but I should be able to get you some times by tomorrow morning at the latest." She flashed him a wide smile that he knew he'd do anything to keep on her face.

"Perfect." He agreed, looking at her. They held eye contact for a few moments, before Olivia lowered her head, blushing, and he cleared his throat, awkwardly stepping away from her and back to the safety of behind his desk.

"I'll see you later, F-" She quickly shook her head and threw her bag over her shoulder. "Professor Grant," she corrected, bolting from the room.

Fitz fell into his desk chair and let his head rest against the back of the seat. He and Olivia could never be alone in a room together, that's what the past few days had made clear to him, especially after their moment in the kitchen the other night. Now, whenever she spoke, Fitz found himself staring at her lips, while trying to listen to what she was saying. And he spent way too much of his own personal time thinking about Olivia. He kept reminding himself that she was his student, that she was much younger than him, and that pursuing anything with her could cost them both a lot. But it seemed that when Olivia was around, all his rational thought went out the window.

He rubbed his hands over his face and groaned in frustration as he thought of how much one-on-one time they'd be spending together. Thank god they were meeting in a public place, hopefully that would be enough to curb their sexual tension. Fitz picked up a paper on his desk, resolving to do work and stop thinking about Olivia.

* * *

"Yeah, you're definitely going to fuck him by the end of the semester." Abby responded, after Liv finished telling her about every interaction with Fitz over the last several days.

"Abby! Did you not hear anything I just said?" Abby snorted.

"What? Like how Cyrus left you two alone for less than five minutes and you almost made out? Or the part where you set up private meetings with him for the rest of the semester?" Olivia rolled her eyes.

"Private meetings in a public place."

"That's semantics, Liv, and you know it. You basically have a weekly date." Abby said as she scribbled down the notes she was copying from Olivia. She thought over what Abby had said and decided it wasn't true. She was an adult and she didn't need to have sex with someone just because she was attracted to them. She could control herself and so could Fitz. Last night was probably just a fluke; after all, he didn't mention it today.

"Look, just because there is a weird pull between us-" Abby cut her off and rolled her eyes.

"That's called sexual tension."

"It is not sexual tension!" She vehemently denied. It was chemistry, but not sexual tension. Right? Abby ignored her.

"Maybe you need to have sex once to get it out of your system." Abby suggested and Liv's head whipped around, staring at her best friend with wide eyes.

"Are you suggesting that I causally have sex with my professor because we have 'sexual tension?'" She asked exasperated, putting air quotes around the words 'sexual tension.'

"Okay, first of all do not put air quotes around those words, you know I'm right. Second, from what you've told me it seems like you two can't even be in the same room without wanting to jump each other, and you've only known him for what? A week?" Abby asked and Liv nodded reluctantly. "You're not going to be able to ignore it."

"I know, but maybe if we stick to a professional relationship, then we'll fall into those roles and there won't be anymore sexual tension."

"Even you don't believe that, Liv." Abby looked up from the notebooks and gave Liv all of her attention, which is how she knew whatever Abby was about to say was serious. "Look, the only other option is that you convince yourself it's purely a physical connection and that he probably has a shitty personality not worth your time and you have nothing in common." Liv looked at Abby doubtfully.

"Well, his father was awful…" Olivia finally conceded and her friend raised an eyebrow.

"Is that supposed to be the thing you have in common or the reason he has a shitty personality?" Olivia's head popped up, meeting Abby's satisfied smirk. Liv pulled her notebook from Abby's grasp and slammed it shut, getting up from the table. "Try not to have sex with your professor!" Abby shouted loudly to her retreating back. Olivia glared over her shoulder at her as she stormed away.

Hours later, while Olivia sat on her bed at home and read over some things for class, she was constantly distracted by thoughts of Fitz. She was so annoyed at herself for allowing a man to usurp her attention, her professor of all people. After unsuccessfully reading the same paragraph for the fifth time, she got up and headed downstairs to Cyrus's study where she knew he would be since the man didn't know how to take a break.

She was right. Cyrus was sitting behind his desk, eating while meticulously criticizing whatever paper he was reading in bright red pen.

"So, you've known Fitz his whole life?" She asked. Cyrus looked up at her, suspiciously, from his dinner plate as she lingered in the doorway.

"Most of it," he shrugged. "I ran quite a few of his father's campaigns. Big Jerry hired me after his wife died."

"Fitz's mom?" Olivia asked, interested even though she didn't want to be. She hoped Cyrus wouldn't think she was fishing for anything. If he thought she had any sort of ulterior motive, then he would push her until he knew what it was.

"Yeah, she died when Fitz was a kid, leaving him with Big Jerry. Unfortunate." Liv felt sad thinking about young Fitz with no mom and stuck with Big Jerry as a father. She couldn't help but parallel his upbringing to her own; although thankfully her father had made one good decision in sending her away to boarding school.

"Anyway I worked most of Jerry's campaigns while Fitz was growing up, then I moved out here. Didn't see Fitz again until right before his campaign for governor ended." Cyrus explained and Olivia thought carefully about what question to ask next. She figured a question showing only mild intrigue would work best.

"Fitz campaigned for governor?" Cyrus sighed heavily while he nodded, this spurred Olivia's curiosity even more and she entered Cyrus' study, deciding to make herself comfortable in his large reading chair.

"I don't even know if the poor guy wanted to but his dad and his fiancée," Olivia tried not to visibly react to the word 'fiancée', but she felt her heart sink. _He hadn't mentioned a fiancée_ , she rationalized. But then again when would he have? It's not like they'd really had in-depth conversations. Olivia realized that Cyrus was still talking, so she tuned back in to what he was saying.

"He looked miserable at every campaign event and speech and rally," Cyrus shook his head sadly. "He would've made a great politician. Jerry and I had a plan to make him President but-" At this point, Olivia had to speak up.

"President of the United States?"

"Of course! He was charismatic, charming, time in the military, law degree, his father was political dynamite; Big Jerry even found him the perfect First Lady."

"So, what happened?"

"Jerry died two weeks before the election. Then, Fitz dumped Mellie and dropped out of the race." He shrugged and Olivia tried to ignore how relieved she felt when Cyrus said Fitz broke up with his fiancée. "I didn't want him to spiral with the whole single, unemployed, orphaned thing and a job opened up in the department."

"Well that was nice of you, Cy." Cyrus grinned at Olivia.

"It's also great to have both of my surrogate children in the same place." She rolled her eyes and got up, figuring she'd gotten as much information as she could without arousing suspicion.

"You're getting sentimental in your age, old man."

As Olivia sat at her desk later that night, an email to Fitz half-typed, she groaned at how hung up she was on this stupid man. A stupid man who she had way too much in common with and was way too attracted to. She ignored those thoughts and quickly typed up the rest of the message, hitting send before she could overthink it anymore.

* * *

Fitz kicked off his shoes and collapsed, face first, on the couch that was doubling as his bed for the time being. It had been a long day. He was still getting the hang of the teaching thing and he had agreed to help run the undergraduate debate team, which had its first meting today. On top of that, he had been dodging calls from Mellie for the past three days, he was living in a hardly furnished apartment, and his father's lawyer had faxed him at least 20 pages of paperwork relating to his father's will.

And despite all of that, at least 80% of Fitz's thoughts centered around Olivia. It was ridiculous. He was a grown man. He had been in actual serious relationships before. And he could not for the life of him figure out why he was so drawn to her.

He grunted, annoyed, when his thoughts of Olivia were interrupted by the phone ringing and he almost ignored it when Mellie's number popped up. But, in the end, he decided he would finally answer it and hopefully put a stop to her incessant calling.

"What do you want, Mellie?" He rolled his eyes when he heard her over-the-top surprised gasp at his curt tone.

"There is no need for that harshness, Fitzgerald. I was calling to check on you." Fitz snorted.

"Don't pretend to care about me now."

"Of course I care about you! We were together for ten years." _A very unfortunate ten years_ , Fitz thought, but say anything out loud.

"Yes, ten years in which you thought I was your ticket to the White House. Well, that's not happening anymore so we do not have to continue pretending to care about each other." Mellie scoffed and Fitz pinched the bridge of his nose in annoyance.

Sometimes he seriously wondered how they had been together for ten years when they were the most ill-matched couple in the world. If Mellie showed up at his house now, he'd probably implode in frustration, but he had managed to go home to her everyday for the better part of a decade. The line was silent for a few moments and he heard Mellie take a deep breath.

"I received some information regarding Jerry's will today and I know you did too-" Before Mellie could finish her sentence he started laughing, effectively cutting her off.

"Of course Big Jerry made sure his precious Mellie was taken care of when he died," Fitz responded sarcastically, He heard Mellie's indignant gasp and prepared himself for the long-winded rant that was sure to follow, when his phone beeped. He pulled it away from his ear and saw that he had a new email. And it was from Olivia.

"Yeah, I gotta go, Mel." He hung up on Mellie, not waiting for her response. He clicked on the email and an incoming call from Mellie, _again,_ interrupted him. He quickly rejected it and went back to the email.

 **Hi Prof. Grant,  
Checked out my schedule and Tuesday/Thursday late afternoons work best for me. Everything is semi-flexible and I'm sure you're also very busy, so I'll leave it up to you to pick them specific time. I'm sorry I sent this email so late and I hope I'm not ruining your evening. Get back to me when you can!  
Liv**

The small smile that he had on his face when he started reading blossomed when he noticed that she signed her email as Liv. He would have to work on getting her to call him Fitz, but he hoped the fact that they were meeting in a less formal setting would make her want to open up to him.

 **Hey Liv,  
My Thursdays are pretty busy, but I'm free after 1 on Tuesdays. Should we plan to meet at the coffee shop around 2? Make sure you come prepared, it's my first year teaching so I have to be tough ;)  
Fitz **

He hesitated sending it for a second, wondering if the message was too flirty. In the end, he hit send. He figured harmless flirting over email wasn't a huge issue and he knew being casual about the whole thing would be the best way to encourage Olivia to do the same. Fitz was playing with fire. He knew it. He also knew he was probably going to get burned, but if he got burned by Olivia Pope…well, there were worse things that could happen.

Fitz almost cheered out loud, which would have been thoroughly embarrassing, when Olivia answered his email almost immediately.

 _ **Professor Grant**_ **,  
** **Tuesday at 2 is perfect! And it is you who should be worried; I'm more than prepared. Although, I have to warn you, if you're unable to answer any of my questions, I'll be forced to give a bad review to Cyrus.  
** **Liv**

He laughed at the italicization of his title and typed out his response, sending it without even thinking.

 **Bring it on,** _ **Ms. Pope.**_

* * *

Olivia grinned and held the phone to her chest, like a stupid teenager with a crush, after reading Fitz's final message. She decided not to reply, figuring any further conversation would definitely deviate into inappropriate territory more than it already had.

Olivia closed her eyes, forcing herself to go to sleep. As she drifted off she tried not to think too hard about what she was going to wear tomorrow afternoon when she met with him.


	4. Chapter Four

**Once again, thanks for all the positive feedback regarding this story :) I hope you like the update! And I hope you had a happy holidays and have a good new year.**

* * *

"Okay, Liv, you're definitely sick." Her coworker, Quinn, said after Olivia sneezed for the fifth time in two minutes.

"I am not." She replied stubbornly, sniffling as she placed some pastries in the display. Quinn rolled her eyes and cocked an eyebrow at her.

"You are. And since this is a food service job, you need to go home." Olivia sighed, heavily annoyed, as she put the food down to face Quinn.

"My shift ends in an hour. I'm fine. I will stay until it is finished." When Olivia had a violent coughing fit immediately following her statement, the look Quinn shot her way gave her no choice but to leave. "Fine, I'll leave, but only because-" Quinn held up her hand, stopping Olivia's rant before it could start.

"Just go home and sleep, don't do homework, don't drink three bottles of wine. Take some NyQuil and knock yourself out." Olivia mumbled in agreement as she gathered her stuff and headed home.

The house was empty, which she expected. Cyrus was probably at James', she threw her coat onto the couch and went to the study with the intention of doing at least a little work before she succumbed to sleep. She knew Quinn was right and she was sick, she felt like crap, but she was also Olivia Pope. And Olivia Pope was never sick for long, she was confident that she would wake up tomorrow feeling good as new.

She was wrong. She did not feel any better than the day before, honestly she almost felt worse. She woke up the next morning, her head resting on top of her desk and a crick in her neck so painful, she could barely turn it. On top of that, her cold seemed to magnify over night. Her nose was stuffed up, her throat was scratchy, and she felt like it was one hundred degrees in the room. She glanced at the clock, realizing it was way later than she expected it to be. She had to meet Fitz in less than two hours…

 _Fitz._ They had grown closer in the past few weeks and decided they could handle office meetings, instead of being forced to meet in public. She still was a little hesitant, but they always left the door open to his office just in case they were tempted.

She realized they were way more alike than she originally thought. They both had similar upbringings and were stuck under the pressure of their fathers' dreams for them. They had both sought support from Cyrus, who had managed to help them from having complete mental breakdowns. And they both wanted to go into the field of politics. It unnerved how often they could finish each others' thoughts and phrases. Despite how much they had in common, they had managed to keep it professional so far, minus their initial interactions.

The flirty air between them, while still existing, had chilled slightly. Olivia guessed that was an effort on both their parts, because unfortunately, no matter how hard she tried, she couldn't get over her attraction to Fitz. Even knowing she was meeting with him in a few hours was enough to make her feel hot and not from her crazy cold fever.

She sighed and closed the laptop that she had fallen asleep in front of, and headed upstairs to get ready for her day, because she did not allow sickness to stop her. She told Professor Grant that she would meet him, so she would.

She got dressed in a nice gray pantsuit, hoping it would put off anyone who dared question her health.

Hours later when it finally was time to meet Fitz, she felt slightly better. Or she at least no longer thought she was going to pass out from how feverish she was. But her nose was still stuffy and no amount of make up could hide the lackluster tone her normally glowing brown skin had taken on.

She let herself into Fitz's office and greeted him warmly, settling into her usual seat across the desk from him. She opened up her notes ready to get straight down to business, but she glanced up at Fitz when she realized he had never responded.

"Liv, you look pretty sick." Fitz said, his eyebrows creased in concern, which she would've found cute if she didn't feel so terrible.

"Is that your way of telling me I look awful?" She questioned, leaning against the back of the seat, barely able to hold herself up. Fitz bit his lip and shook his head,

"You could never look terrible. This is my way of telling you that you look sick." He clarified.

"I am not sick!" She replied in a nasally voice and Fitz laughed.

"You are," he stood up and walked towards her, placing a hand on her forehead. "And you have a fever." He informed her and grabbed his jacket, pulling it on.

"Where are you going?"

"I'm taking you home."

"We haven't even talked about the readings!" She protested as he grabbed her hand and pulled her out of the seat. She stumbled, dizzy, and Fitz wrapped an arm around her waist to support her. Olivia couldn't help but think about how nice it would be to have Fitz's arm around her on a daily basis.

"You're going to pass out before we even get into a conversation about the readings." He smirked down at her as he led her out his office door. Olivia sighed, realizing there was no way Fitz was going to let this go and honestly she did feel pretty sick.

"Well you don't have to take me home." She finally said. Yes she was sick, but she still didn't think it was a great idea to be alone in a house with Fitz. They had gotten better at ignoring the attraction, but it didn't go away. She could still feel the surge of electricity course through her body every time he touched her.

"How'd you get to campus today?" He asked, continuing to lead her to the parking lot.

"…the bus."

"Exactly, I'll drive you home, give you some medicine, and make sure you actually rest." Fitz shot her a knowing look and she hated how well he could already read her. They just saw each other and knew each other without either one of them having to say anything. It was that connection that scared her and made her think they would not be able to stay away from each other forever, no matter how inappropriate a romantic relationship between them would be.

* * *

Fitz tucked Olivia in, resisting the urge to place a kiss on her forehead.

"Okay, I'm going to grab you some medicine and make you soup." Her nose wrinkled adorably at the mention of soup.

"I don't want soup."

"Well, you have to eat something." He insisted.

"Popcorn." He raised an eyebrow at her, but she didn't even look his way. He should've known she would want popcorn. "That's the only thing I'll eat." She said sparing him a brief glance.

He chuckled to himself and turned around, going downstairs to make Olivia her requested popcorn.

He was proud of the place he and Olivia had come to in their…friendship? There had been no more almost kisses and although things got a bit flirty at times, they managed to keep it all fairly professional. He credited it to having Cyrus as a buffer most of the time they spent together, since he had regular dinners at the Beene household.

Since he was there often, Fitz easily made his way around the kitchen to make Olivia's popcorn, grabbing her favorite popcorn bowl from its place in one of the cabinets. While the popcorn was popping, Fitz went into the bathroom and poured a dose of cold medicine for Liv that he knew would be a chore and a half trying to get her to take, but she genuinely needed it and he wanted her to feel better.

He put the popcorn into the bowl, grabbed the medicine, and headed upstairs. He entered Olivia's room where she was curled up under the covers watching what he thought was _Waiting to Exhale._ She smiled up at him when he placed the popcorn down on her night stand, but it soon turned to a grimace when she noticed the medicine in his hand.

"I don't want to," she whined and he stifled his laughter at how adorably grumpy she looked.

"C'mon Liv, you'll feel better." She continued to pout, but took the medicine out of his hand. She quickly tossed it back, her face wrinkled in disgust.

"I can't believe you made me do that."

"Well, if you would slow down a little you wouldn't have to resort to gross cold medicine." He smirked and she rolled her eyes, shushing him.

"I'm trying to watch the movie."

"I've never seen this movie." He admitted, focusing his attention on the screen. Olivia gasped as if she was actually offended.

"Sit down, right now!" She demanded and patted the other side of her queen-sized bed. Fitz hesitated only for a second before he made himself comfortable next to her. "My mom would watch this with me every time I was sick when I was a kid." She told him and Fitz's heart warmed at the admission. Olivia didn't share personal things often and she talked very little about her family, so Fitz noted every little comment she made and took pride in the fact that she felt comfortable opening up to him.

"Okay, so what have I-" He started to ask, but Olivia put her hand over his mouth.

"It's easy to figure out, just be quiet." He obediently shut his mouth and turned his attention back to the movie.

He must've fallen asleep because when he opened his eyes again the room, which had been lit by natural sunlight, was considerably darker and Olivia's body was curled into his. She was snoring lightly because of her stuffy nose and he stifled his laugh so he wouldn't wake her up. He carefully shifted her so that she was lying down and pulled the covers up to her chest. This time, he did press a light kiss to her forehead before exiting the room.

* * *

Olivia woke up to a pitch black room, her TV was turned off, and Fitz was gone. She tried to ignore the prick of disappointment she felt at that. She wasn't supposed to care. She _did not_ care.

She glanced over and noticed Fitz had left another dose of cold medicine for her on the nightstand. She smiled to herself as she quickly took the medicine. It had been a very long time since Olivia allowed herself to be taken care of in any way and it endeared her to Fitz even more that he didn't take no for an answer; he had brought her home, he made her food, he got her medicine. She pushed the thoughts away from her mind because she didn't want to think about how great it would be to have Fitz around on a regular basis. The reality was it couldn't happen. So, Olivia resolved not to think about it and instead went back to sleep, knowing that unless she rested she would never be better and if she stayed awake her mind would just keep circling around a man she couldn't have.

It took two full days before she felt recovered, but that morning she stopped by the coffee shop and grabbed two muffins: a lemon poppyseed for her (Fitz had made fun of her endlessly when he found out that was her muffin of choice) and a chocolate chip one for him (which she had made sure to point out the unhealthiness of). Then, she set out for his office.

She knocked lightly on the door, before letting herself in. She stopped for a second to admire Fitz in his environment. He was leaning back in his chair, feet propped up on his desk and a pair of reading glasses on his face.

"Hi." She smiled.

"Hi."

"I brought you something." She announced, plopping the bag down on his desk and sitting down on his couch. He raised an eyebrow and took his glasses off, straightening himself. He pulled her muffin out first.

"I believe this is for you." He grinned and pushed it toward her. She grabbed it from him, but gestured to the bag.

"Yours is in there too."

"Thanks," he said as he dug into his muffin. They quickly fell into their familiar banter as they ate their muffins and barely discussed class. Olivia didn't even realize how comfortable they had become with each other until someone entered Fitz's office, ruining their rapport.

It was Professor Cecilia Moss. Liv had had a class with her last semester and while she respected her intellect, she didn't particularly care for the woman's teaching style. And based on the way Cecilia was looking at Fitz, Olivia guessed she wouldn't like the woman personally either. She was beautiful though, and she would look great with Fitz. Both tall, brunettes with blue eyes. She grumbled at her thoughts.

She glanced at Fitz who looked slightly annoyed by the intrusion, she grinned internally at that. Cecilia gave Olivia a small smile, and then focused her gaze on Fitz.

"Hi, sorry, I didn't realize you were with a student I just-" Olivia wanted to jump up and point out that Fitz saw her as more than just a student and she tried to tamp down her possessive thoughts. She had no claim over Fitz and she never would, so she kept her mouth shut.

"What can I help you with?" Fitz asked, encouraging the woman with a small smile.

"I was wondering if you were going to the faculty dinner tonight?"

"Uh, Cyrus has been busting my chops about it all week but I haven't actually decided yet."

"Well, if you do decide to go…." The woman blushed and Olivia knew what was coming. "Maybe you would want to go together? Just let me know, you have my number!" Cecilia fled the office before Fitz could actually respond. And Olivia thought it was strange the woman had chosen to ask Fitz out in front of her instead of waiting for another time, but she shrugged it off.

Fitz and Olivia looked at each other for a second, then Olivia made a split second decision.

"You should go," she said. "With her."

"What?" Fitz asked in disbelief.

"You should go tonight." Olivia gathered up her things, including her half-eaten muffin. "I'll see you later." Olivia said over her shoulder as she left, not sparing Fitz another glance. She rationalized that she had done the right thing. She needed to put distance between them and pushing him to go out on a date with someone else was definitely a way to do it.

But less than ten minutes later Olivia realized she had made a huge mistake by telling Fitz to go out with someone else. She knew she would spend the rest of the night obsessing over whether Fitz did actually go out with Cecilia and if he was enjoying himself and if he was thinking of her at all. It was selfish, but even though she knew she couldn't be with Fitz, she didn't want anyone else to be with him either.

She had already dug her own grave though. She couldn't go back to Fitz's office and tell him not to take Professor Moss out. Although if she really wanted to she could tell him that, but it would lead to a conversation about feelings that Olivia wasn't ready to discuss yet.

For a brief second she almost did turn around, but, in the end, she decided they were both better off if Olivia kept her mouth shut. Instead she showed up to her next class forty-five minutes early and reviewed her notes, rather than obsessing over whether Fitz had agreed to go on a date.

* * *

Fitz leaned against the bar and took another sip of his champagne as his colleagues milled around. Following Olivia's suggestion, he had agreed to go out with Cecilia, he put on a nice suit, and picked her up from her house. They made polite conversation throughout dinner and while she was beautiful and smart, she wasn't Olivia. Olivia, like always, was dominating his thoughts and despite all of his attempts to show Cecilia a good time, it was clearly affecting his mood.

She returned to the bar area where he was standing after she had excused herself to use the bathroom. He mustered up a smile as she approached him.

"Are you okay?" She asked, gently rubbing his arm. And he hated that he noticed there was no shock of electricity like he experienced every single time Olivia's fingers brushed against his.

"Yeah," he cleared his throat. "I'm fine."

"Really? Because you seem like you're somewhere else."

Fitz weighed his options for a moment. He could either continue to pretend or he could make up an excuse and get the hell out of there. He decided on the second option. He placed his empty glass on a passing tray and grabbed Cecilia's hand, leading her to a secluded corner.

"I'm going to be completely honest, I was in a very long-term relationship back in California." Cecilia's face dropped like she knew exactly what was coming; he couldn't even bring himself to feel bad. "I thought I was over it, but it's still too soon for me to move on. I'm so sorry."

She gave him a half-smile and nodded knowingly.

"It's okay, I should've expected that after you were so hesitant to agree to this. Thanks for being honest, Fitz." He did feel a twinge of guilt at that because he wasn't being honest, but he nodded his head in agreement with her.

"I think I'm going to head out," he said, forcing a tone of regret into his voice. "Do you need a ride home?"

"Nah, I can hitch a ride with someone." She squeezed his hand again and prepared to turn away. "If you ever are ready, I'll be here."

Fitz exhaled a sigh of relief when she left and he immediately made a beeline toward the exit. He hopped in his car, throwing his jacket off and loosening his tie slightly. As he started driving, he debated a moment where his destination was, but deep down he knew where he was going. As he reached Cyrus's house he noticed most of the lights were still on and he cheered on the inside. Cyrus and James had seemed pretty cozy at dinner, and also very drunk, so he figured he had at least a little time alone with Olivia.

He walked with purpose toward the front door and knocked loudly. Olivia opened it, dressed in gray leggings and a long white sweater. He loved her in white.

"Fitz," she murmured, surprised. Whenever he would catch her off guard, she would call him 'Fitz' instead of 'Professor Grant'. He tried to make it happen as often as possible. He stepped inside, not waiting for her to invite him in. He crowded her, standing only about a foot from her. Her chest heaved as her breaths came quicker in anticipation of whatever he was going to do next.

"Why did you want me to go out with someone tonight?"

"I thought you would have a good time," she defended, crossing her arms as he inched closer to her.

"Olivia," he licked his lips and he looked into her eyes for any sign of what she was really thinking.

"I- I- I- don't know!" She stuttered out, going on the defensive. "Why are you here right now?" She threw back at him and he laughed, although it came out humorless.

"Because I had a date with a beautiful woman tonight, and I couldn't enjoy it. All I could think about was you!" He said frustrated and Olivia's eyes widened in surprise at his honesty.

"What?"

"You're in my head all the time! And I didn't think I was alone in that, but then you told me to go on a date with someone else." He threw his arms up in defeat.

"I don't know what to do!" She yelled back. "You're my professor and I can't have feelings for you." She admitted, not making eye contact and he felt a weight settle on his chest at her confession. She had feelings for him too. That was all he heard and all he needed to know.

He stepped forward again, their bodies almost pressed together. He caressed her cheek and titled her head upwards, forcing her to look at him.

"I don't know what to do either," he disclosed. "But trying to stay away from you is exhausting." Olivia sighed and she was so close he could feel the exhale of her breath. She closed her eyes for a moment and when she opened them again, she looked resolute. Her next movements caught him off guard as she threw her arms around his neck and pulled his lips down to hers.

It took him only a second to respond. His hands spanned her waist as he slotted his mouth over hers, sucking her tongue into his mouth. Her hands tugged on his hair and he lowered his hands to her butt as they continued to kiss.

Olivia moaned when he backed her into the wall, pressing the full length of his body against hers, and the sound shot straight to his groin. He hoisted her up, his hands still on her ass, and her legs automatically wrapped around his waist. He pulled his lips away from hers, breathing heavily, and started placing light kisses down her neck while her hips rocked up into his. Her head dropped back, knocking against the wall, but neither of them stopped what they were doing.

Fitz was about to turn around and take Olivia up the stairs, consequences be damned, when a car pulled into the driveway. The headlights shone brightly through the front window. They broke apart quickly and stood on opposite sides of the room, staring wide-eyed at each other as they tried to catch their breath. When they head Cyrus outside talking to James, Olivia's eyes bulged in panic.

"You can't be here in the middle of the night for no reason! Hide!"

"My car is outside." He said regretfully, trying to wipe any evidence off his face of what just happened. Olivia rolled her eyes and stepped up to him, gently using her thumb to wipe away the lipstick on his bottom lip.

"You came over because you forgot something here the other day."

"What'd I forget?" He asked knowing there was no way Cyrus would believe a lie so flimsy. Olivia's eyes darted around the room wildly and finally landed on a notebook that was setting on an end table. Fitz watched as she grabbed it and pushed it into his chest.

"Here, you forgot this." He took it from her, but looked at her questioningly.

"Aren't you going to need this?"

"I'll be by to pick it up tomorrow." She told him and his heart soared that she wasn't planning to ignore him for an indefinite period of time.

"And we'll talk about this?" Olivia nodded.

"We'll talk about this." Cyrus's key turned in the door as Cyrus and James stumbled in, a bit tipsy. Cyrus grinned at them.

"Fitz!"

"Hey Cy," he smirked at the intoxicated couple. "Just came over because I left something here the other day. Enjoy the rest of your night."

He made quick leave, knowing that after a kiss that amazing he could not be trusted to be in the same room with Olivia, especially with other people there. Hell, he had half a mind to return after he was sure Cyrus was in bed to finish what they started. To him, it didn't matter anymore that they were supposed to stay away from each other. Now that he had had a taste of Olivia Pope, nothing was going to stop him.


	5. Chapter Five

**So, this update is a bit longer than any of the previous ones, it kind of got away from me. But you guys have been so great, you deserve a long chapter! I'm trying to get better about answering every review (I'm sorry I'm the worst at that!), but I really do appreciate you guys and I credit your feedback with getting this update out as quick as I did.**

 **I hope that you enjoy, even though it's probably not quite as exciting as you hoped. I'm toying with the idea of upping it to an M rating in the next few chapters, I've never written smut or anything like that before so I'm still a little unsure, buuut I really feel like this story calls for it. Let me know what you think! And Happy New Year :)**

* * *

Fitz stood before his closet, flicking through shirts, trying to decide what to wear. Olivia was coming over in ten minutes to pick up her notebook before class and he wanted to be ready. Part of him was tempted to open the door shirtless, maybe distract Olivia away from her class and do a little of something else. But he knew Olivia was still skittish about the whole situation and making a move on her the second she walked through his door, probably wasn't the best move.

He opted for an olive green fitted sweater, throwing it on over his dark jeans. He headed to the kitchen to make sure his coffee was ready. Once his morning chores were done, his thoughts naturally drifted to Olivia.

Since their kiss last night, Fitz spent his time forming pro/con lists in his head and so far, he had way more pros than cons. The only real problem was that he was her professor and even that was only true for a few more months. Sure, he would still be a professor in the school she was attending but without the direct conflict of interest, it wouldn't be a huge deal as long as they informed the dean, which was Cyrus…he would be a bit of a wild card with the whole thing. Fitz hoped that if he and Olivia managed to sustain a relationship long enough to tell Cyrus about it, he would be supportive.

Fitz was pulled out of his thoughts when his phone rang, he immediately answered hoping it was Olivia, but was disappointed when it was just his father's lawyer, David Rosen.

"David, I really don't-"

"I know you don't have time for me, but I need you to come to California." Fitz's body froze at the thought and he shook his head, even though he knew David couldn't see him.

"No, no way. I won't do it."

"Look, Fitz, I can have you in and out in less than a day. I have you booked on a flight in three hours." David informed him and Fitz tried to talk himself down from screaming.

"You what?! I can't fly to California on a moment's notice."

"You can and you will, you asked me to handle Jerry's things as quick as possible. This is as quick as possible. Come today, deal with the stuff in person that you have to, fly back to DC in the morning." Fitz sighed, hitting his head against the wall.

"And if I don't come?"

"I call you every day until you do. I'm emailing you your boarding pass, I expect to see you in my office by two. I know you're mad at me, but I also know you want to be rid of Jerry. This is how you do it, man." And with that David hung up the phone, leaving Fitz frustrated and undecided.

He didn't teach any classes today since it was a Friday, and he could just cancel his office hours; no one came to them anyway. He groaned and headed back toward his bedroom. He threw enough clothes for a day into an overnight bag along with his laptop and phone charger. It wasn't until a knock at the door came that Fitz remembered what he was originally stressing over, Liv.

He swung the door open, an apologetic smile already on his face. Liv glanced curiously at the bag on his shoulder. He stepped aside to let her in anyway.

"Going somewhere?" She joked.

"Actually, yeah, to California." He had to admit it made him a bit happy when her face dropped at his news. "Just for the day!" He rushed to explain.

"You're going all the way to California for the day?" She questioned as if she didn't believe him. He frowned deeply, but nodded.

"Apparently there are some issues with Jerry's will," he sighed. "And I need to be there personally to see to it. I just got off the phone with his lawyer." Liv grimaced sympathetically and grabbed his hand. Fitz laced their fingers together and gently tugged her closer to him.

"I'm not running away," he murmured lowly and softly pressed his lips against hers for a quick second. She nodded, smiling at him.

"Well, can I give you a ride to the airport?" Fitz laughed and hooked a finger through one of her belt loops.

"You don't have a car." He reminded her. "And you have class." He grinned, pulling her closer. She waved her hand dismissively.

"Yeah, but I've been dying to drive yours." Olivia shrugged.

"Ah, so you've been after me for my car this whole time?" Fitz looked down at her as she nodded, chewing on her bottom lip. He resisted the urge to lean forward and kiss her bottom lip free. Instead he laughed at her attitude, he didn't know where this nonchalant Olivia who didn't seem to care that they made out last night came from, but he liked it. He hoped this was a good sign of where their relationship was headed, but he still wasn't confident in this strange new place they occupied.

"And what makes you think I'm just going to hand my car over to you while I'm gone?"

"Um, because you like me." Olivia suggested coquettishly.

"Well, you're not wrong about that," he replied in a low voice and he watched her pupils darken. Her eyes flicked between his eyes and his lips for a moment, he wanted her to kiss him again. Preferably the way she had last night, especially now that they were alone in his house with his bedroom only a few feet away. When Liv never made a move, he leaned toward her but she put her hand on his chest, stopping him.

"I don't think we have time for that."

"Ah, leave that for me to decide." She laughed, but shook her head.

"Nuh uh, loverboy. What time is your flight?" She questioned, taking a step away from him. He immediately felt her loss, but let her go.

"11." He replied, a pout on his face.

"So, you should've called a cab ten minutes ago."

"For your information, Nosy, I called one before you got here. But I'd gladly cancel it, if you wanted to drive me. You're much prettier than any cab driver I've ever had." She blushed, but didn't respond to his compliment. Instead she fixed him with a faux serious gaze and crossed her arms.

"Well, I offered, but then I realized school is more important than you."

"Ouch. Although as your professor I can't disagree." He said without thinking and just like that the playful mood switched. Olivia lowered her eyes and fidgeted as she stood in his living room, a couple feet from him.

"You are my professor." She finally said, barely above a whisper.

"I know."

"We'd both be risking a lot." He nodded in agreement.

They would be risking a lot, but something told him that she was worth this relationship and their connection would be worth whatever challenges they might have to face. And he felt deep down that this would all work out for them. The universe wouldn't be cruel enough to drop the perfect woman down in front of him and then not let him have her.  
Fitz stepped up to Liv and grabbed her fidgeting hands, stilling them.

"We would be, but I would risk it to be with you." His words caught her off-guard and her head snapped up, meeting his gaze. He could see the uncertainty swimming in her eyes and he wanted to do whatever he could to reassure her. He pulled away and started to pace, unable to look directly at her while he made his confession.

"Liv, I have never felt like this about anyone. The minute I saw you that day in the coffee shop...I knew there was something here. You just- you see me. For the first time in my life, I feel like somebody really gets me. Hell, sometimes I think we even breathe in sync." For the first time since he started his spiel, he glanced at her. Olivia nodded slowly in agreement and he sighed in relief. He was worried if he came on too strong that he might scare her away, but she seemed to feel the same way.

"I don't want to rush into this," Fitz admitted, feeling confident enough to look at her while he spoke. "Like you said, we'd both be risking a lot so-" He licked his lips and reached for her hands again, slowly running his thumbs across her knuckles. "Take some time, as much as you need to think about it. And let me know what you decide."

"No hard feelings?" He shook his head.

"But I'd hope we can stay friends no matter what." Olivia rolled her eyes.

"Isn't that what we were trying to do? Be friends?" He nodded in agreement. "It didn't work out very well."

"Yes, because you found me so irresistable that you threw yourself at me." He grinned at her gasp of indignation.

"Only after you came over to my house in the middle of the night to tell me you had feelings for me."

"Guilty as charged." Olivia sighed and lowered herself onto his sofa.

"I don't think being friends is going to work." He felt her gaze checking him out. "At least not for us." Fitz didn't exactly like what she said, but he couldn't disagree with her. He hesitated, unsure what to say next when a horn honked loudly outside.

"That's my cab." He said regretfully.

"You have to go." She frowned. Fitz decided to take it as a positive that Olivia didn't seem happy about the prospect of him leaving, even after his impromptu confession. He hoped that in the next few days she would decide to give their relationship a shot, because the alternative, essentially cutting her out of his life, did not appeal to him at all.

"I do have to go." Olivia hestitated for a moment, before she got up and headed straight towards him. She wrapped her arms around his neck and hugged him tightly. He relaxed into the embrace and pressed his nose against her hair, breathing in her scent. If this was the last time he was going to be close to Olivia Pope, then he was going to take advantage. She pulled away slightly, kissing the corner of his mouth. He was about to pull her in for a deeper kiss when the cabbie honked the horn again, ruining the moment.

"Good luck in California." She squeezed his hand.

"I'll be back tomorrow night."

"I'll see you then." Olivia promised as he held the front door open, allowing her to walk out before he did. He stood on the sidewalk and watched her walk away; he only got into the cab once she was out of sight.

As his cab headed to airport, he cursed the bad timing of the trip. Instead of staying in town and trying to convince Olivia to be with him, he was forced to fly to a place that held nothing but bad memories for him. He resolved to get the will figured out as quickly as possible and not to dwell on the bad things that happened last time he was there. He was a new man now. He was free of Mellie, Jerry was didn't have power over him. He wasn't going to let this trip get to him.

* * *

Olivia dropped her backpack down on the table, blowing all the air out of her lungs as she collapsed in the seat across from Abby at their usual lunch spot. Since Fitz left this morning, she was unable to do anything but think about him. She had zombie-walked through her first class and then spent two and a half hours working in Cyrus's office without registering any of the tasks she had completed. She couldn't believe a man had taken over her mind like this.

"What's wrong with you?" Abby asked, barely sparing Liv a glance. She debated for a moment how much to reveal to her best friend before she decided to just spill the whole thing. Abby listened with rapt attention as she recounted the details of what happened between her and Fitz. By the end, her jaw was on the floor and her eyes were wide in excitement.

"Well, you're going to date him, right?"

"It's not that simple, Abs."

"I'm going to repeat everything you just said back to me, okay?" Olivia rolled her eyes, but nodded in agreement. "You had a hot kiss with your hot professor and then he said you're worth risking his career for because he likes you so much. You swooned some more and then he left. Right?"

"I never said it was a hot kiss," was the only reply Olivia could muster.

"You didn't need to, the way your face went bright red when you talked about it told me enough."

"It was a really hot kiss." Olivia muttered and put her face in her hands.

"Exactly. I think you need to stop being good girl Olivia Pope and call him and tell him you want to go out when he gets back." She raised an eyebrow in surprise.

"Today?"

"Yeah, don't let the poor guy sweat more than he has to. He kind of laid it all on the line for you. Besides,I know the only thing stopping you is your moral high ground or whatever. If you had met him on the street and he asked you out, you would've said yes, no question. So stop overthinking it and say yes."

Abby was right, he did put it all on the line. And she was also right about her, of course Liv wanted to go out with him. Her feelings for Fitz were already stronger than any feelings she had for Edison and they dated for almost a year and a half. But that was all the more reason for her hesitation. Olivia didn't allow herself to get attached to people and the prospect of letting Fitz in and opening up to him more than she already had, genuinely terrified her.

"C'mon Liv, you deserve to be happy." Abby cajoled her. "Remember how long I resisted Stephen?" She nodded. "And what happened when I stopped?"

"You guys fell madly in love and you get to have great sex constantly." Abby's eyes lit up and she nodded.

"Exactly. And he cooks for me. I bet hot professor would cook for you. He gives off that vibe." Olivia rolled her eyes.

"Seriously, Liv, you should call him later. You'll feel better. And I need you to be less mopey if we're going to go out tonight."

"Uh, I never agreed to going out tonight."

"Yeah, but it's Friday and you don't have to work and Stephen does and I want to go to that new club down the street so bad. Please!" Abby begged.

"Fine, I will go, but you have to promise me this won't get crazy."

"It won't." Abby winked.

"What do you have up your sleeve, Whelan?"

"Nothing, just wear something tight! And call your man."

"I'll think about it."

"Just do it, Liv, like I said I want to have fun tonight. And it won't be fun if your panties are all up in a bunch over _Fitz_." Abby said his name in a mocking tone that had Olivia tossing a balled up wad of paper at her. "Fuck, I'm about to be late for work. I'll call you after my shift for details on tonight. You're going. You have no choice." She called as she flounced away.

Once Olivia made it home, she sat on her bed staring at her phone. She wanted to call him. She wanted to say yes. She wanted to finally allow herself to be happy. But she was scared. The whole Edison saga took a pretty huge toll on her and she barely cared about him.

Her blood ran cold at the thought of her father ever finding out about her connection with Fitz. If Edison wasn't acceptable for her, there was no way her father would ever allow her to be with her professor, if he found out. She cut all ties with Eli when she found out about his involvement in Edison's accident, but she didn't trust her father to stay away. He had contacts everywhere, especially in DC. She felt a chill run through her at even the thought of him.

She was angry that she still let her father have this much power over her. After all, wasn't this the reason she cut him off? The reason she refused his money? So that she could be her own person, so he couldn't force his lifestyle on her. She went through hell and back at the beginning of this year to ensure that Eli couldn't make decisions for her and yet she was still allowing herself to be tortured by thoughts of him. No, no more. If she wasn't going to be with Fitz, then it would be for her own personal reasons and not fear of how her father would react.

Olivia pulled open Fitz's contact on her phone, her finger hovered over the call button. Finally, she hit send. She wanted to go out with him. He was nice. He was charming. He was handsome. Fitz was everything she didn't know she was looking for. Since her mother died when she was a child, Liv felt utterly alone. Sure she had friends, but they didn't really understand. Even Abby, who had known her longer than anyone, struggled to make sense of Liv at times. But with Fitz she felt comfortable enough to let her walls down and be who she really was. After listening to all Fitz had to say this morning and taking Abby's advice into consideration, Olivia decided she wanted to see where this thing went with Fitz. Consequences be damned.

There was a ball of tension, a pit at the bottom of her stomach, as she listened to the phone ring. She almost hung up. Maybe it was a mistake. Maybe he didn't want to talk to her. Or maybe he was in a meeting with the lawyer. Maybe she should call him back later. Just as she was about to hang up, the ringing stopped.

"Hello?" It was a female voice and Olivia felt the tension inside her coil even tighter. Why was a woman answering Fitz's phone?

"Um, this is Olivia Pope. I was calling to talk to Fitz?" Olivia tried to keep her tone authoritative and not sound as worried as she felt on the inside. "Who is this?" She asked, her tone even. The woman laughed melodically, but something in the sound made the hairs on the back of her neck stand up.

"Oh Fitz just ran to the bathroom, he should be back in a moment, if you want to hang on. If not, I can take a message. My name's Mellie Cunningham." The woman said and a weight pressed down on Olivia's chest as she connected the dots.

Mellie, his ex-fiancee. The woman Fitz had been with for ten years, before he dropped everything and moved across the country. What was she doing with Fitz's phone? Did Fitz regret everything he said to her this morning? Had going back to California reignited his feelings for Mellie?

Olivia was torn between hanging up and leaving a very colorful message for Mellie to give to Fitz when she heard his voice.

"Mellie, what the hell are you doing on my phone?" He sounded angry and annoyed, but Olivia had no desire to speak to him anymore. She quickly hung up before she could hear Mellie's answer. Less than five minutes later, her phone rang. Fitz. She quickly hit ignore and threw her phone under the pillows on her bed. She was going to forget Fitz and she was going to have fun with Abby tonight.

* * *

Fitz washed his hands and splashed some cold water on his face in an attempt to keep his cool before he went back into David's office, where Mellie was. In retrospect, he should've expected that David would blindside him like this. He knew the history of the Grants well enough to know Fitz never would have shown up if he knew Mellie would be there. He sighed and pushed the door open, heading back to David's office.

She was on the phone when he walked in, David nowhere to be found. It took him less than five seconds to realize Mellie was on his phone.

"Mellie, what the hell are you doing on my phone?" He demanded an explanation as she whirled around, surprise written on her face.

"I didn't want you to miss the call." She said sweetly. "I'm sorry, I didn't realize you'd be so upset about it." Mellie batted her eyelashes and handed him the phone. "I think she hung up."

"Who was it?" Fitz asked, heart in his throat. He could only think of one 'she' that would be calling.

"Olivia Pope." Mellie told him dismissively and Fitz felt like he'd been kicked in the stomach. God only knew what Olivia thought when his ex-fiancée answered the phone.

"Thanks a lot, Mel." He glared at her, pulling Liv's number up and praying he could fix this situation.

"A little soon to be moving on, don't you think, Fitzgerald?"

"Moving on from what? Our farce of a relationship?" Mellie put a hand up to her chest and feigned offense.

"Now I know we weren't always happy, but we were together for ten years-"

"And you were fucking my best friend for what? Five of those ten?" He turned his back toward Mellie as he dialed Olivia's number.

He could feel his chances with her slipping away with each ring. Then after the third ring, Olivia ignored the call. He seethed in frustration but figured if space was what she needed, then he would give it to her. He whirled around to say something hurtful to Mellie, but was thankfully interrupted when David walked into the room.

"If it isn't two of my favorite clients," he grinned, rubbing his hands together. Fitz deposited himself in the seat next to Mellie and gave David a blank stare.

"Let's cut to the chase. I don't know how much longer I can sit in a room with her." He could feel Mellie glaring into the back of his head, but he refused to turn around and acknowledge her.

"Okay, so as you know most of Jerry's assets have been divided and handed out, but the Ranch still remains."

"Doesn't that just go to Fitz?" Mellie asked and he nodded in agreement, not that he wanted it. Once his childhood goggles had worn off, he saw the place for what it really was: a prison. A beautiful prison, but he always felt trapped there nonetheless.

"Actually Jerry left it in equal parts to each of you," David explained, showing them the paper work. Fitz let out a bark of laughter in disbelief.

"Well, she can have it."

"What?"

"I don't want it." Fitz said adamantly. "I was going to sell it anyway." He turned to Mellie. "I'll be there tonight to pack up any of the things I want and the rest is yours to do with as you please."

"That went much smoother than I expected." David looked pleased as he slid the paperwork that needed to be signed across the desk. Fitz quickly scrawled his signature on several different items, before standing.

"I'll be leaving at noon tomorrow, don't even think about setting foot in the ranch before that." He bent over and collected his things.

"What about after that?" Mellie asked hesitantly.

"You can burn it down for all I care." Fitz shrugged, leaving the room without a second glance.

* * *

Olivia smoothed the gold halter dress over her legs as she looked over herself in the mirror in the bathroom at the club Abby dragged her to. She had to admit, she looked good and she had several interested male suitors, but after five drinks and two hours of dancing, Fitz was still the only thing on her mind.

She cursed herself for not answering when he called her back, because all her mind could conjure up were worse case scenarios. She was sure none of them were true and Fitz could have dispelled all of them if she just answered. But she was being stubborn and she allowed her insecurities to get the best of her.

She exited the bathroom and headed back into the club. When she looked around and couldn't find Abby, rather than search further for her, she sent her a quick text letting her know she'd be outside and went out a side door. She wrapped her arms around her body to shield herself from the cold as she dialed Fitz's number, since clearly she wouldn't stop obsessing about this until she found out what was actually going on.

He answered on the third ring.

"Hello?" Her heart dropped at the defeated tone in his voice and she forgot that she had spent the better part of the day being mad at him.

"Fitz? Are you okay?"

"Liv? You're calling me," she grinned at the genuine happiness in his voice once he realized it was her.

"I'm calling you," she confirmed. They both paused for a second, listening to the other breath. "So, you never answered my question. Are you okay?"

"I'm just-" she heard his audible exhale on the other side of the line. "It doesn't matter."

"It matters to me." She admitted, in the morning she'd probably blame the alcohol for making her more vulnerable.

"My father," he laughed bitterly. "My father left the family ranch, fifty percent to me and fifty percent to Mellie."

"That's why you were with her earlier." She cut him off before he could continue.

"Yeah, I'm really sorry about that, by the way. I was ambushed; I had no idea that she would be there. She answered my phone while I was in the bathroom." He rushed to explain and Liv felt dumb for all the conclusions she had jumped to earlier.

"It's okay," she soothed him. The guy was clearly having a rough day and she almost felt bad that she contributed to it, but she did feel a genuine betrayal when Mellie picked up the phone so she wouldn't apologize for refusing to answer his call. "So, where are you now?"

"Sitting on the floor of the ranch's basement, deciding which of my mom's things I want to keep before I hand this place over to Mellie tomorrow."

"Fitz…" She said quietly, wishing she was with him so she could wrap him up in a hug.

When her mother had died, Eli let her go through everything, before he got rid of it. At the time, she thought it was cruel that he would just throw away everything, but she couldn't imagine having to reopen all those old wounds by going through her things now. She cleared her throat before she could get too emotional or lost in thoughts of her mom and focused back on Fitz.

"So, you're giving the ranch to Mellie?"

"Well I certainly don't want it and this was just Big Jerry's hilarious way to punish me after his death." He laughed humorlessly. "Joke's on him though, because I'm not going to deal with it. He way overestimated my sentimental value for this place." Olivia took a deep breath before she asked her next question, hoping she wasn't overstepping her boundaries.

"Are you sure you're not making a mistake? Don't give away the ranch just to get rid of Mellie." The line was silent for a few seconds and she was convinced that at any moment, Fitz would hang up on her.

"It turns me into a person that I hate. I feel so small here; like that same little boy who did whatever Jerry wanted, no questions asked. I'm not that person anymore and I hate that he's gone and he can still make me feel like this." Olivia hummed sympathetically, knowing exactly how he felt. "The only good thing about this place was my mom."

"She would've wanted you to do whatever was best for you." She said without hesitation, Fitz didn't talk a lot about his mom, but from what she gathered all of his good characteristics came from her.

"So, I give the ranch to Mellie," he sighed. "And I come back home tomorrow."

Liv hesitated for a second, before blurting out, "And then we go out."

"We go out?" She could hear the surprise in his voice and she couldn't help but smile.

"Or maybe not 'out' since we probably shouldn't be seen together, but I'll come over."

"You will?"

"Yeah, that's actually what I was calling to tell you earlier but-"

"Mellie," he grumbled. "So, you're gonna give this a chance?" He asked hopefully.

"Abby convinced me."

"It wasn't my charm or amazingly good looks?" He flirted and she let out a loud laugh, her mood lifting when he joined in. She hated to think of him sad and alone on the other side of the country.

"That might've had something to do with it…"

"My flight gets in at three tomorrow." He informed her after a few moments of silence.

"I'll come over around five?" She suggested.

"I was thinking more like three thirty."

"Someone's impatient."

"Yeah, I've got to get you to fall in love with me before you change your mind."

Olivia thought she was already too far gone for anything to really change her mind, Mellie had ben a slight road block, but after a whole day of obsessing about Fitz and how she felt about him and what it'd be like to kiss him again; she was fairly confident that she wouldn't (and couldn't) change her mind.

"Don't worry, I won't."

"Won't fall in love with me or won't change your mind?"

"I won't change my mind," she laughed. "I'm still not sure about the first one yet."

"Then I'll have to be convincing since I'm pretty sure I'm already halfway in love with you." His frank admission took her breath away and didn't scare her nearly as much as it should have. She still deflected with a joke, unsure of how exactly to respond to Fitz's candor.

"Okay, Casanova, I'll see you tomorrow at five."

"Four."

"Fine, tomorrow at four." Even though she couldn't see him, she could practically picture his cheesy grin on the other end of the line.

"Can't wait. See you tomorrow, Liv. Sweet dreams."

"Night, Fitz." She hung up the phone and leaned back against the wall, a huge grin splitting her face in half. So maybe pursuing this thing with Fitz wasn't the smartest move logically, but the thought of spending time with him tomorrow had her stomach churning with butterflies and she felt happier than she had in years, which was good enough for her.

* * *

The next morning, Fitz taped up the last box of the things he was taking from the ranch. It was mostly pictures and some of his mom's things, but he had a small box of his own childhood keepsakes. The ring box that he'd been staring at for the better part of the morning, still sat on the kitchen counter.

It was a family ring, his great-grandmother's. Right before his mother's death, she had given it to him. She told him it was special; it was a ring for his soul mate. He could never stomach the thought of giving it to Mellie, so when he proposed to her, he shoved his great-grandmother's ring to the back of his dresser and assumed he'd never see it again. He found it this morning when he was cleaning out his drawers and for some reason he couldn't tape the ring up in a box, so instead he placed it off to the side unsure of what to do.

Every time he glanced at it, Olivia's face popped into his mind. He knew it was way too soon to give her a ring like that, but a part of him thought eventually Olivia would be the _one_. So rather than packing it away in a box that he might eventually go through, he shoved the ring box in his pocket. He took one last look around the ranch, making sure he took everything that he wanted. He felt a sense of calm pass over him as he moved the last of his belongings out of the home. He was almost thankful for Big Jerry's final punishment, allowing Fitz to wash his hands of the place and let Mellie deal with the sale.

He pushed the thoughts of his past away as he made the journey to the airport, Olivia immediately taking over his vacant mind. He didn't know what her friend had said to her to convince Liv to give them a shot, but he was unbelievably thankful.

When he finally arrived back in DC, his body jittery with nervous anticipation. He stopped at the grocery store and decided to cook her a real, romantic dinner. As he cleaned his apartment up, set up the music, and put the flowers he had purchased for her in a vase on the dining room table, he gave himself a small peptalk. The knock at the door came earlier than he anticipated, but he was eased a bit when he opened it and Liv looked as nervous as he felt. She looked beautiful in black leggings and a light blue sweater dress, her curly hair tied up in a bun. The grin that stretched across his face at her presence was matched by hers.

"Hi."

"Hi."


	6. Chapter Six

**I am so sorry this took so long. I could give you a bunch of excuses ranging from school to my recent obsession with The West Wing, but here's the update finally! Notice the rating change! YES, this story is now M-rated. This is the closest I've ever written to anything resembling smut so if it's completely awful please tell me and I will never ever do it again. That being said, it seemed like something to experiment with..so I did (even though I'm not completely happy with the product).**

 **Thank you if you're still reading this story and once again, sorry for taking so long. Your continued reviews were good encouragement to finally finish this chapter which I've had half-finished for ages. So, hopefully you enjoy and aren't upset about the rating change. Also since the winter finale I, like many of you, have quit Scandal as I have decided I no longer need such a trash show in my life. I still love Olitz, but I can't watch them be degraded for an hour every week. Honestly, more power to you if you're still watching though, I wish I was that strong. Also, reminder that I'm my own proofreader so I apologize for any dumb mistakes that I didn't catch.**

 **Okay, super long author's note that basically told you nothing. Anyway thanks for all the love you've given to this story, it means a lot!**

* * *

"So, I cooked." Fitz told her, leading her into his townhouse. She bit down a grin as she recalled Abby's words from earlier.

"You can cook?" Liv asked dubiously. She raised an eyebrow in his direction while she followed him into the kitchen.

"Yes, I can. I'm offended that you're so surprised by that." He quipped. She felt the butterflies turn up in her stomach as she watched him plate their food, shrimp scampi from what she could tell. He bent over, pulling garlic bread out of the oven.

"Let me guess, you baked that bread from scratch." Olivia teased, easily falling into their comfortable rhythm. Fitz chuckled.

"No, this is Texas Toast. I couldn't dream of making my own bread this good." He threw a couple pieces onto a plate. "Besides, I sort of just got back from a cross country trip. I didn't quite have time to bake you bread from scratch."

"Next time, then." She joked.

"Wow, not even ten minutes into the first date and I already scored a second?" He seemed genuinely surprised by her statement, though definitely pleased.

"Well, only if the food is good."

"Ah, I see, you're after me for my cooking skills."

Liv laughed and crossed the kitchen to be closer to him. Whenever she was around Fitz, she felt like there was a magnet pulling her to him. Even when they were trying their hardest to remain professional, there had been little touches constantly; they would look for any excuse to brush hands, when walking through doorways Fitz would put his hand low on her back to guide her.

Now that they'd truly acknowledged their feelings, now that they were on their first date, she wondered why she felt more hesitant to touch him now than she ever had before. She thought maybe it was because now it could go further. Previously any touches had been innocent, harmless, for the most part.

Besides, they were always in public. In Fitz's apartment though, after that mind-blowing kiss the other night, she was sure even innocent touches would lead to more. She didn't know how either of them would be able to help themselves.

Fitz glanced over at her when she finally stopped, a few feet from him, leaning against the counter. She felt herself heat up as Fitz's eyes raked up and down her body. She took another step toward him and Fitz cocked an eyebrow at her.

"If you keep distracting me like that, the food won't be good anymore by the time we get to it." He warned.

"I'm distracting you?"

"Very much so," he murmured, closing the distance between them.

His hands slid around her waist and he pulled her the remaining few inches so their bodies were flush together. He pressed his forehead against hers. She closed her eyes in anticipation as his lips hovered over hers. When he didn't kiss her immediately, she opened her eyes again. The look of pure adoration on his face was something she had never experienced before and it scared her. Before she could get too wrapped up in that though, she kissed him.

She wrapped her right hand around his neck and leaned upward, pressing her lips against his. His mouth opened and she wasted no time, tangling their tongues together. Fitz moaned throatily when she tugged at his hair and deepened the kiss.

After a moment, he began to pull away and Liv groaned in disapproval. She opened her eyes and Fitz was looking at her, a smug grin on his face.

"C'mon, we gotta eat if I want that second date." Fitz rubbed his hands together and carried the food out to his dining room table. Liv hovered in the doorway, taking in the room.

"The flowers are a nice touch." She teased and poked him in the side. She watched a blush bloom across his face and she loved that she could easily have that kind of effect on him. He scratched the back of his neck and looked at her shyly.

"Actually they're for you," he explained and she felt herself falling even harder for this man. This sweet, stupid man, who was putting a lot on the line just because he wanted to go out with her.

"Thanks, Fitz."

"I'm glad you're finally calling me Fitz." Olivia rolled her eyes and sat down at the table, while Fitz took the seat next to her and they started to eat.

"Well, it's kind of weird to keep calling you Professor Grant after you've had your tongue down my throat." Fitz coughed in surprise at her words and Liv tried to hide her smile.

"You seriously amaze me." That statement made her blush bright red as she focused her attention back on her food. They ate in companionable silence for a few moments, before he asked a question that had all of her walls closing back up. "So, why did you quit the debate team?"

"What?" She stuttered out. He looked apologetic at having put her on the spot, which she appreciated, but she still didn't answer his question.

"I, uh, I'm one of the faculty advisors this semester and everyone talks about you. The 'formidable Olivia Pope', how just your name made opponents shake in their boots. They assumed they'd be undefeated with you, but then you didn't come back. I was just wondering why."

Liv picked at her food for a moment, trying to decide how to answer his question.

"I'm sorry, you don't have to tell me. I'm prying. I don't want you to be uncomfortable." He rushed out, reaching for her hand, which was still fidgeting with her fork. She shot him a grateful smile and went back to eating.

After a few moments of tension filled silence, Olivia decided to answer him. For some reason, she wanted to tell Fitz everything. She felt like she could open up to him, but she was so inexperienced at it. After all, the only people who knew her reasons for quitting debate were the people who had lived through it with her, people who knew her father and knew her reasons without her having to tell them.

"My father, he, um, he's the debate advisor, among other things at Harvard. He spent my entire childhood, before I went to boarding school, training me for debates. Even once he sent me away, I still received monthly emails with tips and questions. I was on the team at my school. The only time I saw my father was during the matches. We wouldn't speak, but I would get an email later that night of all of the things I did wrong, ways to improve." She rushed out without looking up at Fitz.

She could hear movement coming from him, but she still focused on her plate. When she heard his chair scrape across the floor, she did glance at him. His chair had moved to her side of the table and he sat with his body facing hers.

"Hey, you don't have to talk about this if you don't want to." He said softly, his hand resting on her knee.

"I want to tell you." _I need to tell you,_ she thought. She sighed heavily. "I just don't talk about this a lot, but I do want to tell you." He nodded, encouraging her to go on.

"Anyway, he was less than pleased when I chose Georgetown over Harvard, but said he could live with it and would pay for it, under the condition that I did debate, which was fine. I liked debate, I could've done without my father's input, but I genuinely enjoyed debating." She looked over at Fitz, who was still listening intently to her.

"You don't anymore?" Fitz gently prodded, stroking his thumb over her thigh. She glanced up at him for a second before looking away again. She needed to tell him this, she wanted to. If Fitz was going to risk his career for her, he needed to know what he was getting into.

"Last year, I started dating someone on the team." She took a deep breath as she felt tears sting behind her eyes. "It wasn't anything serious, I only said yes to get Edison off my back but-" Liv shook her head, picking a point in the corner to stare at.

"Liv, if you're not ready…" At this point, she shifted her body to face him.

"You're putting more on the line than you know," she explained and his eyebrows creased in confusion. "By dating me, it's not just about you being my professor."

"Okay, well, whatever it is-" Olivia held up her hand to stop him.

"Let me tell you this before you decide." Fitz nodded and she breathed a sigh of relief as she forced herself to continue. "When my father found out about Edison, he was not pleased. I don't know why. I guess he wasn't from a respectable enough family. I was going to break up with him before that but-" she paused searching for the words.

"You wanted to piss your father off." He said knowingly. She appreciated that they had similar familial histories, that maybe Fitz was the one person in this world who wouldn't turn and run in the other direction when he heard this story.

"I did." She confirmed. "I didn't expect anything to come from it. I figured I'd date him a couple more months and Edison wasn't terrible and then-" Liv stuttered at this part. "After several months, I found out he was flirting with other girls, occasionally going on dates. I didn't care, but I figured it was time to end things. Two days after I found out, Edison was in a car accident. He didn't- he was injured pretty badly but he was fine."

"Okay."

"My father did it. He caused the accident."

"Liv…" Fitz turned her face to look at her, as he searchingly looked over her face.

"It sounds crazy, I know, but I found- there was proof, Fitz. He wanted me to know it was him."

"Okay," he replied, nodding his head. Olivia's eyes snapped up to his. He was too calm.

"My father almost killed my boyfriend because he didn't approve."

"Is that supposed to deter me?" Olivia laughed humorlessly and pushed away from the table from disbelief. She started to pace in circles.

"Yes! It is! I'm not worth all of this!" Fitz stood too, stepping in front of her to stop her frantic pacing. He rested his hands on her hips and pulled her close.

"This is our first date, I think you're getting ahead of yourself." He smirked, then his face became more serious. "And why don't you let me decide if you're worth it."

"You're not just risking your career."

"Okay." God, he was frustrating.

"Fitz!"

"Okay," he repeated quieter. He wrapped his arms around her and yanked her closer to him. One of his hands slid up her body, leaving a trail of goosebumps in its wake. He tilted her face up to look into her eyes.

"Liv, I don't know if you heard me yesterday when I said I've never felt this way about anyone before," he spoke, looking directly into her eyes. "But I've never felt this way about anyone before, okay?" She nodded and she could feel tears sting her eyes.

"You're gonna need a bigger threat to keep me away from you." He smirked and she rolled her eyes.

"I've already threatened your career and your safety." Fitz shrugged. "You are absolutely crazy."

"Crazy about you," he murmured and lowered his lips down to hers.

Fitz kissed her tenderly for a moment, holding her face between his palms reverently. As sweet as Fitz was being with her right now, Olivia was ready for more. She slid one arm around his middle and the other up to the back of his head, pulling him closer to her. She opened her mouth under his, encouraging him to deepen the kiss. Liv broke away after a moment, stroking his cheek with her thumb.

"You taste like scotch." She commented and she watched a light blush color his cheeks.

"I was nervous." He admitted softly, not making eye contact.

She bit down on the grin that threatened to take over her face and made a split second decision when she realized the couch was right behind them. She gave Fitz a shove, letting out a chuckle at his startled yelp. He opened his mouth to say something, but she silenced him as she climbed on his lap, straddling his thighs.

"That's very cute." She told him as she ran a hand through his curls. He was looking up at her, eyebrows raised. Suddenly Fitz wrapped his arms possessively around her waist, yanking her down so that her center was pressed against his burgeoning erection. She gasped in surprise and he took the opportunity to seize her mouth with his once again. She opened her mouth as their tongues tangled together and Fitz's hand slid under her shirt, stroking the soft skin of her stomach.

Olivia shifted on his lap in an effort to get more leverage and Fitz let out a groan of pain when she felt a hard, square object in his pocket. She pulled away as he reached in his pocket, pulled out the offending object, and then tossed it on the end table next to him, before attempting to pull her back, but Liv resisted.

"What is that?" She asked and she hoped her voice sounded calmer than she felt. She knew it was a ring box, but what was it doing in his pocket? Had he seen Mellie before he left? Was there (hopefully) another explanation that had nothing to do with his ex?

"Nothing," the evasiveness of his answer put Liv on edge.

"Was that Mellie's ring?" She spat out quickly and Fitz looked up at her, bewildered.

"What? No! No, no. It was my mom's." He explained and she almost felt bad for putting him on the spot like that. "Why would you think it was Mellie's?" She shrugged.

"I don't know, it was in your pocket. I just figured maybe you saw her before you left or something." They stared at each other for a moment and Fitz nodded decisively once to himself before speaking.

"No, I haven't seen Mellie since I left the lawyer's office yesterday and I don't plan on seeing her again." He paused for a minute, his eyes on the ring box. "The ring was in my pocket because I wasn't sure I was going to take it."

"Why not?"

"My mom told me to save it for someone special. I started to think that was never going to happen for me." The sadness in his voice made her heart ache and one of her hands found Fitz's, squeezing it.

"But you decided to bring it."

"You called and told me you wanted to go out on a date." Olivia didn't respond other than kissing Fitz heatedly once again. _She_ had been the reason he brought the ring. He thought of her. She tried to tamp down the emotion welling up inside of her.

Things escalated quickly from there. Olivia could feel Fitz's hands all over her as she pushed his sweater up and over his head, leaving him in only his white undershirt. He trailed open-mouthed kisses down her neck as her nails scratched at his abs under his t-shirt. He moaned and rested his head in the crook of her neck for a second, his uneven breaths caressing her skin.

"Hold on tight," he murmured into her skin as he stood suddenly with her in his arms. She wrapped her legs tightly around his waist and Fitz started blindly walking toward the hallway as he continued to kiss her.

He stopped at one point to slam her against the wall and push her dress roughly over her head, leaving her in her black leggings and bra. Fitz pulled away slightly, his breathing heavy as he looked her up and down. She smiled at the glazed over look in his eyes as they roamed her body. While he was distracted, she tightened her legs around his waist and bucked her hips up into his erection, making Fitz moan.

"You're going to kill me." He muttered into her collarbone.

"Maybe," she agreed fingering the button of his jeans. "But only after I have my way with you." Their heated gazes met and suddenly his mouth was on hers, erasing any coherent thought she had. She knew they were moving again but she could care less where they were going.

She unbuttoned Fitz's pants and pushed them down off of his hips with her feet. He barely paused to kick them off as they entered his bedroom. He set her down on top of his dresser and spread her legs, stepping between them. His hands caressed her thighs and she let her head drop back against the mirror, unable to look at him anymore.

"Are you sure about this?" He asked quietly as his hands played with the waistband of her pants. The feeling of his fingers against her bare stomach prevented her from responding. She let out a little moan instead, hoping Fitz would just get on with it. When his hand stopped moving, she let out a disappointed gasp.

"I need an answer here, Livvie." He whispered in her ear as his fingers went back to stroking her inner thighs. She didn't know if it was the nickname or the feel of his fingers so close, yet so far, from where she wanted them.

"I'm sure," she gasped out in little more than a breathless whisper. Fitz pulled back to look at her, a smug grin on his face. He kissed her once: hard, fast, and all tongue, before he lowered himself to his knees in front of her. He pulled her leggings and underwear off together, but slowly, stopping to trail kisses down her legs every few inches. She quickly shucked her bra off and threw it in the same direction that Fitz had thrown her pants.

She gasped at the feel of the cool wood against her hot skin as Fitz slid her to the edge of the dresser, his hands gripping her legs behind the knees. Fitz's breath caressed her most sensitive area and she felt herself clench involuntarily in anticipation. She couldn't remember ever wanting anyone as much as she wanted Fitz in that moment.

"Please," she whimpered. When her eyes met his, the dark look in his took her breath away.

"You're so beautiful," he murmured while he looked up at her. Suddenly she was frantic to have him inside of her and she leaned forward, pulling him up against her, pressing her naked body against him.

"Too many clothes," she said into his mouth as they broke apart so she could push his undershirt over his head, only his boxers still on. He swooped her up and tossed her onto the bed behind him. He wasted almost no time, covering her body with his own. She pushed his boxers off and suddenly flipped them.

He laughed in surprise and she straddled his waist, she could feel his hot length pressing against her back. She smirked and leaned in to kiss his jawline while Fitz caressed her breasts, twisting her right nipple between his thumb and forefinger.

"Mmm, Fitz," she moaned quietly. He sat up slightly and took the nipple into his mouth, continuing to tweak at the other one. Olivia grinded against his abs, her head thrown back in ecstasy. When she was on the verge of exploding, she yanked his head away from her chest, shifting slightly on his lap so her heat was pressed against his crotch.

"Condom," was the only word she was able to get out. Fitz nodded in understanding and reached over to the drawer next to his bed. She was so lost in the haze of her arousal, she barely noticed Fitz rolling the condom on. But the minute he tossed the wrapper away, she rose up on her knees and slowly slid down on him.

They both let out identical moans as Liv settled down with him inside of her. She clenched around him once, before rising up on her knees and sinking back down again. She laced her hands with Fitz as she found a rhythm that suited both of them.

"Olivia," he gasped out as his thumb found her clit and the other hand maintained a bruising grip on her hip.

"I'm so close," she admitted. Fitz grunted as he flipped them around, placing her firmly on her back. For a minute, he pinned both her hands against the mattress as he drove into her. She threw her head back, eyes closed, and couldn't hold back a scream when Fitz let go of one of her wrists and pressed his thumb firmly against her clit. Her entire body tensed as she felt her orgasm course through her. Just as she was coming down Fitz let out a guttural moan and then sagged against her and she knew he had orgasmed too.

She ran a hand gently through his sweaty hair as he rolled off of her.

"That was…" He began in a low voice.

"Something we have to do again?" She returned breathlessly.

"I was going to say 'amazing', but that too."

* * *

Fitz woke up the next morning to Olivia sleeping soundly next to him. A sense of calm settled over him as he watched her chest rise and fall evenly. Part of him was honestly surprised she was still there, in his bed. He'd been half expecting her to wake up in the middle of the night and freak out.

After all, she was the rational one. Besides she handed him a pretty hefty confession last night, hell, he thought she was going to run out of his place yesterday after her story about her father. Fitz would be lying if he said he wasn't a little bit worried about Liv's elusive father, but one glance at her told him it was all worth it. And anyway, he was a Grant. He had connections too and he planned on using all the ones in his power to find the truth behind Olivia's dad.

He smiled at her when she started to stir, hoping if he appeared calm, she would do her best not to freak out.

"Livvie," he whispered, pushing the hair out of her face. He started placing feather-light kisses down her chin.

"Mmm, Fitz." She muttered, still half-asleep. Then, her eyes snapped open and she sat up. "Shit, I spent the night."

"It's fine." He said soothingly, beginning to rub small, slow circles on her bare stomach.

"What am I going to tell Cyrus?" She stressed.

"You spent the night at Abby's. Really, not a big deal."

They laid there in silence for a few moments, Fitz was watching Olivia for any sign of what she was thinking. It freaked him out that she hadn't really said anything- well, she had, but not about them, about what would happen next.

"I start my shift at the coffee shop in," she sighed and glanced at his bedside clock. "An hour."

"Is that your way of telling me you have to go?" He asked, disappointed. Liv rolled over on her side and propped her head up on her hand.

"I do have to go for a good reason, so stop being pouty about it."

"I'm not being pouty!" He defended.

"If I promise to come over later, will you stop pouting?" She rolled over all the way and rested her chin on his chest.

"You're going to come over later?" He asked in surprise. He kept waiting for her to backtrack on everything that had happened last night; he kept waiting for the other shoe to drop.

"Yeah," she squinted at him. "Unless you don't want me to?"

"No, no, no, of course I want you to come over." He assured her, smoothing a hand down her back.

"Okay, good, then I'll be here."

"Right after work?" He quirked an eyebrow while Liv laughed and shook her head.

"I know your whole world revolves around me," she joked, flashing him a dazzling smile. "But I have other responsibilities, mister." He laced a hand through her hair and pulled her into a heated kiss. When they separated, Liv's eyes were glazed over, her breathing heavy, and Fitz looked at her with a satisfied smirk.

"Okay so, an hour after work?" She laughed and got out of his bed, a sheet wrapped around her.

"You are shameless."

"You didn't answer my question." He replied, getting out of bed and walking towards her. Fitz tried not to sound paranoid as he wrapped her in his arms.

"I'll get here when I get here."

"I've never seen a girl get upset about her boyfriend wanting to spend too much time with her." He commented and instantly scolded himself when Olivia tensed beneath him.

"Are you my boyfriend?"

He figured he had two options here; he could deflect or he could be honest with her. While his gut instinct was to be honest, this was a different situation than he was used to. It was higher stakes, not only professionally, but he'd never felt this way about anyone before. It may have been soon to be thinking of a serious future with her, but he felt such a strong connection after such a short time. Only a few months into their friendship and he could barely imagine living life without her. Now that they had actually crossed the line? Well, he'd be damned if her let her get away due to him not being honest enough.

"I'd like to be, if you want me to." She bit her bottom lip and stared at some point over his shoulder, before swinging her eyes back to meet his.

"I do," he sighed in relief and tightened his arms around her waist. "But you're risking-" Fitz cut her off by placing a finger against her lips.

"Let me worry about that, okay?" She nodded. "Now you better get going, or you might be late for work." Olivia rolled her eyes at him, but then leaned forward to press her lips gently against his.

"I'll see you later, Professor Grant." She said in a low, seductive voice as a sultry smile spread across her face. Fitz groaned.

"You can't do this to me as you're walking out the door."

"I'll be back later." She called over her shoulder.

He watched as she walked outside and made her way down the street to Cyrus's house. Once she was safely inside, he pulled out his phone and pulled up one of his most important contacts that he rarely used.

"Yeah?" The voice on the other end answered.

"Hey Huck, it's Fitz. I want you to find me everything you can about Elijah Pope."


End file.
